SUPPLEMENT DATED MARCH 16, 2009 TO THE
                                 PROSPECTUSES
                                      AND
                     STATEMENTS OF ADDITIONAL INFORMATION
                        OF EACH OF THE FOLLOWING FUNDS:

                Prospectuses, each dated February 2, 2009, for

 Seligman Core Fixed Income Fund, Inc., Seligman Municipal Fund Series, Inc.,
  Seligman Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc.,
                Seligman Pennsylvania Municipal Fund Series and
                  Seligman TargetHorizon ETF Portfolios, Inc.

                   Prospectuses, each dated May 1, 2008, for

 Seligman Asset Allocation Series, Inc., Seligman Cash Management Fund, Inc.,
        Seligman Capital Fund, Inc., Seligman Common Stock Fund, Inc.,
Seligman Communications and Information Fund, Inc., Seligman Growth Fund, Inc.,
   Seligman High Income Fund Series, Seligman Income and Growth Fund, Inc.,
  Seligman LaSalle Real Estate Fund Series, Inc., Seligman Portfolios, Inc.,
       Seligman Value Fund Series, Inc. and Tri-Continental Corporation

                (each, a "Fund", and collectively, the "Funds")

On March 13, 2009, without admitting or denying any violations of law or
wrongdoing, J. & W. Seligman & Co. Incorporated (Seligman), Seligman Advisors,
Inc. (now known as RiverSource Fund Distributors, Inc.), Seligman Data Corp.
and Brian T. Zino (collectively, the "Seligman Parties") entered into a
stipulation of settlement with the Office of the Attorney General of the State
of New York ("NYAG") and settled the claims made by the NYAG in September 2006
relating to allegations of frequent trading in certain Seligman Funds. Under
the terms of the settlement, Seligman will pay $11.3 million to four Seligman
Funds as follows: $150,000 to Seligman Global Growth Fund, $550,000 to Seligman
Global Smaller Companies Fund, $7.7 million to Seligman Communications and
Information Fund and $2.9 million to Seligman Global Technology Fund. These
settlement payments are reflected in the net asset values of these four
Seligman Funds. This settlement resolves all outstanding matters between the
Seligman Parties and the NYAG.



                   Supplement, dated November 7, 2008 to the
            Statement of Additional Information, dated May 1, 2008,
                                      of
                       Seligman Common Stock Fund, Inc.
                                 (the "Fund")

Today, November 7, 2008, RiverSource Investments, LLC ("RiverSource
Investments"), a wholly owned subsidiary of Ameriprise Financial, Inc.,
announced the closing of its acquisition (the "Acquisition") of J. & W.
Seligman & Co. Incorporated. With the Acquisition completed and shareholders of
the Fund having previously approved (at a Special Meeting held on November 3,
2008) a new investment management services agreement between the Fund and
RiverSource Investments, RiverSource Investments is the new investment manager
of the Fund effective November 7, 2008. In connection with the Acquisition, the
Fund's portfolio managers have been changed. This change also results in
modification to the investment process used for the Fund. The foregoing changes
are reflected in a Supplement to the Fund's prospectuses dated November 7, 2008.

Effective November 7, 2008, the following changes are hereby made to the Fund's
Statement of Additional Information ("SAI"). Capitalized terms used but not
defined in this Supplement shall have the meanings given to such terms in the
Fund's SAI.

The following information is hereby added under the caption "Fund History":

As of November 7, 2008, the Fund is part of the RiverSource complex of funds.
The RiverSource complex of funds includes a comprehensive array of funds
managed by RiverSource Investments, LLC ("RiverSource Investments"), including
the Fund and the other Seligman Mutual Funds. RiverSource Investments has also
partnered with a number of professional investment managers, including its
affiliate, Threadneedle Investments ("Threadneedle"), to expand the array of
funds offered in the RiverSource complex. RiverSource funds, RiverSource
Partners funds and Threadneedle funds share the same Board of
Directors/Trustees (the Board) and the same policies and procedures. Although
the Seligman funds share the same Board, they do not currently have the same
policies and procedures, as set forth in the Fund's prospectus, and may not be
exchanged for shares of the RiverSource funds, RiverSource Partners funds or
Threadneedle funds.

The first sentence under the caption "Description of the Fund and its
Investments and Risks - Investment Strategies and Risks - Equity-Linked
Securities" is hereby replaced with the following:

The Fund may invest up to 10% of its assets in equity-linked securities (each,
an "ELS") as part of its overall investment strategy.

The following information is added under the caption "Description of the Fund
and its Investments and Risks - Investment Strategies and Risks":

Futures Contracts. The Fund may utilize index futures contracts. Futures
contracts, which trade on a securities exchange, are standardized as to
quantity, delivery date and settlement conditions, including specific
securities acceptable for delivery against the futures contract. In the case of
index futures, settlement is made in cash based on the value of a specified
underlying index. More commonly, futures contracts are closed out prior to
expiration by an offsetting purchase or sale. Since the counterparty to every
futures contact is a securities exchange, offsetting transactions are



netted to close out positions. The Fund may incur a loss if the closing
transaction occurs at an unfavorable price as compared with that of the opening
trade (including transaction costs). There can be no assurance that the Fund
will be able to enter into an offsetting transaction with respect to a
particular contract at a particular time. If the Funds are not able to enter
into an offsetting transaction, the Fund will continue to be required to
maintain the position, including the maintenance of margins, which could result
in the Fund incurring substantial losses.

Margin deposits must be made at the time a futures contract position is
acquired. The Fund is required to deposit in a segregated account, typically
with its custodian, in the name of the futures broker through whom the
transaction was effected, "initial margin" consisting of cash and/or other
appropriate liquid assets in an amount generally equal to 10% or less of the
contract value. Margin must also be deposited when writing a call or put option
on a futures contract, in accordance with applicable exchange rules. Initial
margin on futures contracts is returned to the Fund at the termination of the
transaction if all contractual obligations have been satisfied. Under certain
circumstances, such as periods of high volatility, the Fund may be required by
a securities exchange to increase the level of its initial margin payment, and
initial margin requirements might be increased generally in the future by
regulatory action.

Subsequent "variation margin" payments are made daily to and from the futures
broker as the value of the futures position varies, a process known as
"marking-to-market." When the Fund purchases or sells futures contracts, it is
subject to daily variation margin calls that could be substantial in the event
of adverse price movements. If the Fund has insufficient cash to meet daily
variation margin requirements, it might need to sell securities at a time when
such sales are disadvantageous. Purchasers and sellers of futures positions can
enter into offsetting closing transactions by selling or purchasing,
respectively, an instrument identical to the instrument held or written. Under
certain circumstances, exchanges upon which futures contracts trade may
establish daily limits on the amount that the price of a future contract can
vary from the previous day's settlement price; once that limit is reached, no
trades may be made that day at a price beyond the limit. Daily price limits do
not limit potential losses because prices could move to the daily limit for
several consecutive days with little or no trading, thereby preventing
liquidation of unfavorable positions.

If the Fund were unable to liquidate a futures contract position, it could
incur substantial losses. The Fund would continue to be subject to market risk
with respect to the position. In addition, the Fund would continue to be
required to make daily variation margin payments and might be required to
maintain the position being hedged by the futures contract or to designate
liquid assets on its books and records.

Certain characteristics of the futures markets might increase the risk that
movements in the prices of futures contracts might not correlate perfectly with
movements in the prices of the investments being hedged. For example, all
participants in the futures contracts markets are subject to daily variation
margin calls and might be compelled to liquidate futures contracts positions
whose prices are moving unfavorably to avoid being subject to further calls.
These liquidations could increase price volatility of the instruments and
distort the normal price relationship between the futures or options and the
investments being hedged. Also, since initial margin deposit requirements in
the futures markets are less onerous than margin requirements in the securities
markets, there might be increased participation by speculators in the futures
markets. This participation also might cause temporary price distortions. In
addition, activities of large traders in both the futures and securities
markets involving arbitrage, "program trading" and other investment strategies
might result in temporary price distortions.



The Fund would deal only in standardized contracts on recognized exchanges.
Each exchange guarantees performance under contract provisions through a
clearing corporation, a nonprofit organization managed by the exchange
membership.

Options on Futures. The Fund may utilize options on index futures ("options on
futures"). Options on futures are effectively options on the instrument that
underlies a futures contract. A call option on a futures contract gives the
holder the right to enter into a long futures contract at a fixed futures
price. A put option on a futures contract gives the holder the right to enter
into a short futures contract at a fixed futures price.

Purchasers and sellers of options on futures can enter into offsetting closing
transactions by selling or purchasing, respectively, an offsetting option on
the same futures contract. There is also risk that the Fund may have difficulty
in closing out positions in options on futures. Although the Fund intends to
close out any positions on a securities market, there can be no assurance that
such a market will exist for a particular contract at a particular time.

Under certain circumstances, exchanges upon which futures are traded may
establish daily limits on the amount that the price of an option on a futures
contract can vary from the previous day's settlement price. Once that limit is
reached, no trades may be made that day at a price beyond the limit. Daily
price limits do not limit potential losses because prices could move to the
daily limit for several consecutive days with little or no trading, thereby
preventing liquidation of unfavorable positions held by the Fund.

Options on futures held by the Fund, to the extent not exercised, will expire
and the Fund would experience a loss to the extent of any premium paid for the
option. If the Fund were unable to liquidate an option on a futures contract
position due to the absence of a liquid secondary market or the imposition of
price limits, it could incur substantial losses. The Fund would continue to be
subject to market risk with respect to the position.

Certain characteristics of the futures market might increase the risk that
movements in the prices of options on futures contracts might not correlate
perfectly with movements in the prices of any exposure being hedged. For
example, all participants in the options on futures markets are subject to
daily variation margin calls and might be compelled to liquidate options on
futures positions whose prices are moving unfavorably to avoid being subject to
further calls. These liquidations could increase price volatility of the
instruments and distort the normal price relationship between the futures or
options and the investments being hedged. Also, because initial margin deposit
requirements in the futures markets are less onerous than margin requirements
in the securities markets, there might be increased participation by
speculators in the futures markets. This participation also might cause
temporary price distortions. In addition, activities of traders in both the
futures and securities markets involving arbitrage, "program trading" and other
investment strategies might result in temporary price distortions.

Quantitative Model Risk. Securities selected using quantitative methods may
perform differently from the market as a whole as a result of the factors used
in the quantitative method, the weight placed on each factor, and changes in
the factors historical trends. The quantitative methodology employed by the
investment manager has been extensively tested using historical securities
market data, but has only recently begun to be used to manage open-end mutual
funds. There can be no assurance that the methodology will enable the fund to
achieve its objective.



The information under the caption "Management of the Fund - Management
Information" is hereby superseded and replaced with the following information:

Shareholders elect a Board that oversees the Fund's operations. The Board
appoints officers who are responsible for day-to-day business decisions based
on policies set by the Board.

On November 7, 2008, RiverSource Investments, a wholly-owned subsidiary of
Ameriprise Financial, Inc. ("Ameriprise"), announced the closing of its
acquisition (the "Acquisition") of J. & W. Seligman & Co. Incorporated
("Seligman"), 100 Park Avenue, New York, New York 10017. With the Acquisition
completed and shareholders having previously elected (at a Special Meeting held
on November 3, 2008) ten new directors (collectively, the "New Board Members"),
the New Board Members took office on November 7, 2008. The New Board Members
are: Kathleen Blatz, Arne H. Carlson, Pamela G. Carlton, Patricia M. Flynn,
Anne P. Jones, Jeffrey Laikind, Stephen R. Lewis, Jr., Catherine James Paglia,
Alison Taunton-Rigby and William F. Truscott. Messrs. Leroy C. Richie and John
F. Maher, who were members of the Board prior to November 7, 2008, will
continue to serve on the Board after the Acquisition, which would result in an
overall increase from ten directors to 12 directors.

Information with respect to the members of the Board is shown below. Each
member oversees 163 portfolios in the fund complex managed by RiverSource
Investments, which includes 59 Seligman Funds and 104 RiverSource Funds. Board
members serve until the next regular shareholders' meeting or until he or she
reaches the mandatory retirement age established by the Board. Under the
current Board policy, members may serve until the end of the meeting following
their 75th birthday, or the fifteenth anniversary of the first Board meeting
they attended as members of the Board, whichever occurs first. This policy does
not apply to Ms. Jones who may retire after her 75th birthday.

Independent Board Members



                               Position with Fund
                               and Length of Time       Principal Occupation
Name, Address, Age                   Served            During Last Five Years      Other Directorships   Committee Memberships
- ------------------             -------------------  -----------------------------  -------------------  ------------------------
                                                                                            
Kathleen Blatz                 Board member since   Attorney; Chief Justice,       None                 Board Governance,
901 S. Marquette Ave.           November 7, 2008    Minnesota Supreme Court,                            Compliance, Investment
Minneapolis, MN 55402                               1998-2006                                           Review, Joint Audit
Age 54

Arne H. Carlson                Board member since   Chair, RiverSource Funds,      None                 Board Governance,
901 S. Marquette Ave.           November 7, 2008    1999-2006; former Governor of                       Compliance, Contracts,
Minneapolis, MN 55402                               Minnesota                                           Executive, Investment
Age 73                                                                                                  Review

Pamela G. Carlton              Board member since   President, Springboard-        None                 Distribution, Investment
901 S. Marquette Ave.           November 7, 2008    Partners in Cross Cultural                          Review, Joint Audit
Minneapolis, MN 55402                               Leadership (consulting
Age 53                                              company)

Patricia M. Flynn              Board member since   Trustee Professor of           None                 Board Governance,
901 S. Marquette Ave.           November 7, 2008    Economics and Management,                           Contracts, Investment
Minneapolis, MN 55402                               Bentley College; Former Dean,                       Review
Age 57                                              McCallum Graduate School of
                                                    Business, Bentley College

Anne P. Jones                  Board member since   Attorney and Consultant        None                 Board Governance,
901 S. Marquette Ave.           November 7, 2008                                                        Compliance, Executive,
Minneapolis, MN 55402                                                                                   Investment Review, Joint
Age 73                                                                                                  Audit

Jeffrey Laikind, CFA           Board member since   Former Managing Director,      American             Distribution, Investment
901 S. Marquette Ave.           November 7, 2008    Shikiar Asset Management       Progressive          Review, Joint Audit
Minneapolis, MN 55402                                                              Insurance
Age 72




Independent Board Members



                               Position with Fund
                               and Length of Time       Principal Occupation
Name, Address, Age                   Served            During Last Five Years      Other Directorships   Committee Memberships
- ------------------             -------------------  -----------------------------  -------------------  ------------------------
                                                                                            
Stephen R. Lewis, Jr.          Board member since   President Emeritus and         Valmont Industries,  Board Governance,
901 S. Marquette Ave.           November 7, 2008    Professor of Economics,        Inc. (manufactures   Compliance, Contracts,
Minneapolis, MN 55402                               Carleton College               irrigation systems)  Executive, Investment
Age 69                                                                                                  Review

John F. Maher                  Board member since   Retired President and Chief    None                 Distribution, Investment
901 S. Marquette Ave.                 2006          Executive Officer and former                        Review, Joint Audit
Minneapolis, MN 55402                               Director, Great Western
Age 64                                              Financial Corporation (bank
                                                    holding company) and its
                                                    principal subsidiary, Great
                                                    Western Bank (federal savings
                                                    bank)

Catherine James Paglia         Board member since   Director, Enterprise Asset     None                 Compliance, Contracts,
901 S. Marquette Ave.           November 7, 2008    Management, Inc. (private                           Distribution, Executive,
Minneapolis, MN 55402                               real estate and asset                               Investment Review
Age 55                                              management company)

Leroy C. Richie                Board member since   Counsel, Lewis & Munday, P.C.  Lead Outside         Contracts, Distribution,
901 S. Marquette Ave.                 2000          (law firm); Director,          Director, Digital    Investment Review
Minneapolis, MN 55402                               Vibration Control              Ally, Inc. (digital
Age 66                                              Technologies, LLC (auto        imaging); and
                                                    vibration technology);         Infinity, Inc. (oil
                                                    Director and Chairman,         and gas exploration
                                                    Highland Park Michigan         and production);
                                                    Economic Development Corp;     Director, OGE
                                                    and Chairman, Detroit Public   Energy Corp.
                                                    Schools Foundation. Formerly,  (energy and energy
                                                    Chairman and Chief Executive   services provider
                                                    Officer, Q Standards           offering physical
                                                    Worldwide, Inc. (library of    delivery and
                                                    technical standards);          related services
                                                    Director, Kerr- McGee          for both
                                                    Corporation (diversified       electricity and
                                                    energy and chemical company);  natural gas).
                                                    Trustee, New York University
                                                    Law Center Foundation; Vice
                                                    Chairman, Detroit Medical
                                                    Center and Detroit Economic
                                                    Growth Corp.

Alison Taunton-Rigby           Board member since   Chief Executive Officer and    Idera                Contracts, Distribution,
901 S. Marquette Ave.           November 7, 2008    Director, RiboNovix, Inc.      Pharmaceuticals,     Executive, Investment
Minneapolis, MN 55402                               since 2003 (biotechnology);    Inc.                 Review
Age 64                                              former President, Forester     (biotechnology);
                                                    Biotech                        Healthways, Inc.
                                                                                   (health management
                                                                                   programs)




Board Member Affiliated With RiverSource Investments*



                               Position with Fund
                               and Length of Time       Principal Occupation
Name, Address, Age                   Served            During Last Five Years      Other Directorships   Committee Memberships
- ------------------             -------------------  -----------------------------  -------------------  ------------------------
                                                                                            
William F. Truscott             Board member and    President - U.S. Asset         None                 Investment Review
53600 Ameriprise                 Vice President     Management and Chief
Financial Center                since November 7,   Investment Officer,
Minneapolis, MN 55474                 2008          Ameriprise Financial, Inc.
Age 47                                              and President, Chairman of
                                                    the Board and Chief
                                                    Investment Officer,
                                                    RiverSource Investments, LLC
                                                    since 2005; Director,
                                                    President and Chief Executive
                                                    Officer, Ameriprise
                                                    Certificate Company and;
                                                    Chairman of the Board, Chief
                                                    Executive Officer and
                                                    President, RiverSource
                                                    Distributors, Inc. since
                                                    2006; Senior Vice President -
                                                    Chief Investment Officer,
                                                    Ameriprise Financial, Inc.;
                                                    and Chairman of the Board and
                                                    Chief Investment Officer,
                                                    RiverSource Investments, LLC,
                                                    2001-2005


*  Interested person by reason of being an officer, director, security holder
   and/or employee of RiverSource Investments.

The Board has appointed officers who are responsible for day-to-day business
decisions based on policies it has established. The officers serve at the
pleasure of the Board. In addition to Mr. Truscott, who is Vice President, the
other officers are:

Fund Officers



                                  Position held with the
Name, address, age              Fund and length of service              Principal occupation during past five years
- ------------------             -----------------------------  ----------------------------------------------------------------
                                                        
Patrick T. Bannigan            President since                Director and Senior Vice President - Asset Management, Products
172 Ameriprise Financial       November 7, 2008               and Marketing, RiverSource Investments, LLC and; Director and
Center                                                        Vice President - Asset Management, Products and Marketing,
Minneapolis, MN 55474                                         RiverSource Distributors, Inc. since 2006; Managing Director and
Age 42                                                        Global Head of Product, Morgan Stanley Investment Management,
                                                              2004-2006; President, Touchstone Investments, 2002-2004

Michelle M. Keeley             Vice President since           Executive Vice President - Equity and Fixed Income, Ameriprise
172 Ameriprise Financial       November 7, 2008               Financial, Inc. and RiverSource Investments, LLC since 2006;
Center                                                        Vice President - Investments, Ameriprise Certificate Company
Minneapolis, MN 55474                                         since 2003; Senior Vice President - Fixed Income, Ameriprise
Age 44                                                        Financial, Inc., 2002-2006 and RiverSource Investments, LLC,
                                                              2004-2006

Amy K. Johnson                 Vice President since           Vice President - Asset Management and Trust Company Services,
5228 Ameriprise Financial      November 7, 2008               RiverSource Investments, LLC since 2006; Vice President -
Center                                                        Operations and Compliance, RiverSource Investments, LLC, 2004-
Minneapolis, MN 55474                                         2006; Director of Product Development - Mutual Funds, Ameriprise
Age 42                                                        Financial, Inc., 2001-2004

Scott R. Plummer               Vice President, General        Vice President and Chief Counsel - Asset Management, Ameriprise
5228 Ameriprise Financial      Counsel and Secretary since    Financial, Inc. since 2005; Chief Counsel, RiverSource
Center                         November 7, 2008               Distributors, Inc. and Chief Legal Officer and Assistant
Minneapolis, MN 55474                                         Secretary, RiverSource Investments, LLC since 2006; Vice
Age 49                                                        President, General Counsel and Secretary, Ameriprise Certificate
                                                              Company since 2005; Vice President - Asset Management
                                                              Compliance, Ameriprise Financial, Inc., 2004-2005; Senior Vice
                                                              President and Chief Compliance Officer, USBancorp Asset
                                                              Management, 2002-2004




Fund Officers



                                  Position held with the
Name, address, age              Fund and length of service              Principal occupation during past five years
- ------------------             -----------------------------  ----------------------------------------------------------------
                                                        
Lawrence P. Vogel              Treasurer since 2000           Treasurer, RiverSource Investments, LLC (J. & W. Seligman & Co.
100 Park Avenue,                                              Incorporated prior to Nov. 2008), of each of the investment
New York, NY 10017                                            companies of the Seligman Group of Funds since 2000; and
Age 51                                                        Treasurer, Seligman Data Corp. since 2000. Senior Vice
                                                              President, Investment Companies, J. & W. Seligman & Co.
                                                              Incorporated of each of the investment companies of the Seligman
                                                              group of funds 1992 to 2008.

Eleanor T.M. Hoagland          Chief Compliance Officer       Chief Compliance Officer, RiverSource Investments, LLC (J. & W.
100 Park Avenue,               since 2004; Money Laundering   Seligman & Co. Incorporated prior to Nov. 2008), for each of the
New York, NY 10017             Prevention Officer and         investment companies of the Seligman group of funds since 2004;
Age 56                         Identity Theft Prevention      Money Laundering Prevention Officer and Identity Theft
                               Officer since 2008.            Prevention Officer, RiverSource Investments, LLC for each of the
                                                              investment companies of the Seligman group of funds since
                                                              November 2008. Managing Director, J. & W. Seligman & Co.
                                                              Incorporated and Vice-President for each of the investment
                                                              companies of the Seligman group of funds 2004 to 2008.


As of November 7, 2008, the Board has organized the following committees
(accordingly, no committee meetings have been held prior to such date):

Board Governance Committee. Recommends to the Board the size, structure and
composition of the Board and its committees; the compensation to be paid to
members of the Board; and a process for evaluating the Board's performance. The
committee also reviews candidates for Board membership including candidates
recommended by shareholders. The committee also makes recommendations to the
Board regarding responsibilities and duties of the Board, oversees proxy voting
and supports the work of the chairperson of the Board in relation to furthering
the interests of the Fund and their shareholders on external matters.

Compliance Committee. This committee supports the Fund's maintenance of a
strong compliance program by providing a forum for independent Board members to
consider compliance matters impacting the Fund or its key service providers;
developing and implementing, in coordination with the Fund's Chief Compliance
Officer (CCO), a process for the review and consideration of compliance reports
that are provided to the Board; and providing a designated forum for the Fund's
CCO to meet with independent Board members on a regular basis to discuss
compliance matters.

Contracts Committee. This committee reviews and oversees the contractual
relationships with service providers and receives and analyzes reports covering
the level and quality of services provided under contracts with the Fund. It
also advises the Board regarding actions taken on these contracts during the
annual review process.

Distribution Committee. This committee reviews and supports product
development, marketing, sales activity and practices related to the Fund, and
reports to the Board as appropriate.

Executive Committee. This committee acts for the Board between meetings of the
Board.

Investment Review Committee. This committee reviews and oversees the management
of the Fund's assets and considers investment management policies and
strategies; investment performance; risk management techniques; and securities
trading practices and reports areas of concern to the Board.



Joint Audit Committee. This committee oversees the accounting and financial
reporting processes of the Fund and internal controls over financial reporting
and oversees the quality and integrity of the Fund's financial statements and
independent audits as well as the Fund's compliance with legal and regulatory
requirements relating to the Fund's accounting and financial reporting,
internal controls over financial reporting and independent audits. The
committee also makes recommendations regarding the selection of the Fund's
independent auditor and reviews and evaluates the qualifications, independence
and performance of the auditor.

The information under the caption "Management of the Fund - Beneficial
Ownership" is hereby superseded and replaced with the following information:

The Directors beneficially owned shares in the Fund and the RiverSource complex
of funds (which includes the Seligman Funds) as follows (information as of
June 30, 2008 unless otherwise indicated):



                                                                              Aggregate Dollar Range of Shares
                                          Dollar Range of Shares Owned By         Owned by Director in the
Name                                           Director in the Fund            RiverSource Complex of Funds*
- ----                                   -------------------------------------  --------------------------------
                                                                        
                                          INDEPENDENT BOARD MEMBERS
Kathleen Blatz........................                 None                            Over $100,000
Arne H. Carlson.......................                 None                            Over $100,000
Pamela G. Carlton.....................                 None                             $1-$10,000
Patricia M. Flynn.....................                 None                           Over $100,000**
Anne P. Jones.........................                 None                            Over $100,000
Jeffrey Laikind.......................                 None                            Over $100,000
Stephen R. Lewis, Jr..................                 None                           Over $100,000**
John F. Maher.........................              $1-$10,000                         Over $100,000
Catherine James Paglia................                 None                           Over $100,000**
Leroy C. Richie.......................              $1-$10,000                         Over $100,000
Alison Taunton-Rigby..................                 None                            Over $100,000

                                          AFFILIATED BOARD MEMBERS
William F. Truscott...................                 None                            Over $100,000


*   Each new Board Member, other than Ms. Flynn, owns between $1 and $10,000 of
    shares in the Seligman Funds. Ms. Flynn owns between $10,001 and $50,000 of
    shares in the Seligman Funds. Each New Board Member acquired their shares
    in the Seligman Funds after June 30, 2008. Neither of Messrs. Maher or
    Richie owns any shares of the RiverSource Funds.

**  Total includes deferred compensation invested in share equivalents.

The following information is added to the table under the caption "Management
of the Fund - Compensation":

None of the New Board Members received any compensation from the Fund prior to
their election to the Board.

The information beneath the compensation table under the caption "Management of
the Fund - Compensation" is hereby superseded and replaced with the following
information:

The independent Board members determine the amount of compensation that they
receive, including the amount paid to the Chair of the Board. In determining
compensation for the independent Board members, the independent Board members
take into account a variety of factors including, among other things, their
collective significant work experience (e.g., in business and finance,
government or academia). The independent Board members also recognize



that these individuals' advice and counsel are in demand by other
organizations, that these individuals may reject other opportunities because
the time demands of their duties as independent Board members, and that they
undertake significant legal responsibilities. The independent Board members
also consider the compensation paid to independent board members of other
mutual fund complexes of comparable size. In determining the compensation paid
to the Chair, the independent Board members take into account, among other
things, the Chair's significant additional responsibilities (e.g., setting the
agenda for Board meetings, communicating or meeting regularly with the Fund's
Chief Compliance Officer, Counsel to the independent Board members, and the
Funds' service providers) which result in a significantly greater time
commitment required of the Board Chair. The Chair's compensation, therefore,
has generally been set at a level between 2.5 and 3 times the level of
compensation paid to other independent Board members.

The independent Board members are paid an annual retainer of $95,000. Committee
and sub-committee Chairs each receive an additional annual retainer of $5,000.
In addition, independent Board members are paid the following fees for
attending Board and committee meetings: $5,000 per day of in-person Board
meetings and $2,500 per day of in-person committee or sub-committee meetings
(if such meetings are not held on the same day as a Board meeting). Independent
Board members are not paid for special telephonic meetings. The Board's Chair
will receive total annual cash compensation of $400,000.

The independent Board members may elect to defer payment of up to 100% of the
compensation they receive in accordance with a Deferred Compensation Plan (the
"Deferred Plan"). Under the Deferred Plan, a Board member may elect to have his
or her deferred compensation treated as if they had been invested in shares of
one or more RiverSource funds and the amount paid to the Board member under the
Deferred Plan will be determined based on the performance of such investments.
Distributions may be taken in a lump sum or over a period of years. The
Deferred Plan will remain unfunded for federal income tax purposes under the
Internal Revenue Code of 1986, as amended. It is anticipated that deferral of
Board member compensation in accordance with the Deferred Plan will have, at
most, a negligible impact on Fund assets and liabilities.

The information under the caption "Management of the Fund - Code of Ethics" is
hereby superseded and replaced with the following information:

The funds in the RiverSource complex of funds (which includes the Seligman
Funds), RiverSource Investments, the investment manager for the Seligman Funds,
and Seligman Advisors, the distributor for the Seligman Funds, have each
adopted a Code of Ethics (collectively, the "Codes") and related procedures
reasonably designed to prevent violations of Rule 204A-1 under the Investment
Advisers Act of 1940 and Rule 17j-1 under the 1940 Act. The Codes contain
provisions reasonably necessary to prevent a fund's access persons from
engaging in any conduct prohibited by paragraph (b) of Rule 17j-1, which
indicates that it is unlawful for any affiliated person of or principal
underwriter for a fund, or any affiliated person of an investment adviser of or
principal underwriter for a fund, in connection with the purchase or sale,
directly or indirectly, by the person of a security held or to be acquired by a
fund (i) to employ any device, scheme or artifice to defraud a fund; (ii) to
make any untrue statement of a material fact to a fund or omit to state a
material fact necessary in order to make the statements made to a fund, in
light of the circumstances under which they are made, not misleading; (iii) to
engage in any act, practice or course of business that operates or would
operate as a fraud or deceit on a fund; or (iv) to engage in any manipulative
practice with respect to a fund. The Codes prohibit affiliated personnel from
engaging in personal investment activities that compete with or attempt to take
advantage of planned portfolio transactions for the fund.



All references to "Seligman" under the caption "Management of the Fund - Proxy
Voting Policies" are hereby replaced with "RiverSource Investments." In
addition, the following information is added as the first full paragraph under
that caption:

The following are interim proxy voting policies, procedures and guidelines that
apply only to the Fund and the other Seligman Funds. The Seligman Funds will
adopt the same proxy voting policies, procedures and guidelines as the other
funds managed by RiverSource Investments in 2009.

The seventh and eight paragraphs under the caption "Management of the Fund -
Proxy Voting Policies" are hereby superseded and replaced with the following:

Deviations from Guidelines and Special Situations. RiverSource Investments
recognizes that it may not always be in the best interest of the shareholders
of the Fund to vote in accordance with the Guidelines on a particular issue. In
such circumstances, RiverSource Investments may request permission from the
Board to deviate from the Guidelines. The Board must approve any deviation from
the Guidelines, and similarly, must approve the voting decision for proposals
of a unique nature requiring a case-by-case analysis.

In making requests to the Board regarding deviations from the Guidelines or
proposals requiring a case-by-case analysis, RiverSource Investments may rely
on views of the management of a portfolio company, the views of its own
investment professionals and information obtained from an independent research
firm.

The second item under the caption "Management of the Fund - Proxy Voting
Policies - Guidelines Summary" is hereby superseded and replaced with the
following:

2.  RiverSource Investments generally opposes, and supports the elimination of,
    anti-takeover proposals, including those relating to classified Boards,
    supermajority votes, issuance of blank check preferred and establishment of
    classes with disparate voting rights. However, RiverSource Investments will
    vote in support of proposals to adopt poison pills.

The first three paragraphs under the caption "Investment Advisory and Other
Services - Investment Manager" are hereby superseded and replaced with the
following:

With the completion of the Acquisition of Seligman by RiverSource Investments
and with shareholders having previously approved (at a special meeting held on
November 3, 2008) a new investment management services agreement between the
Fund and RiverSource Investments (the "Management Agreement"), RiverSource
Investments is the new investment manager effective November 7, 2008.

RiverSource Investments, 200 Ameriprise Financial Center, Minneapolis,
Minnesota 55474, is also the investment manager of the other funds in the
Seligman Group of Funds, and is a wholly-owned subsidiary of Ameriprise
Financial. Ameriprise Financial is a financial planning and financial services
company that has been offering solutions for clients' asset accumulation,
income management and protection needs for more than 110 years. In addition to
managing investments for the Seligman Group of Funds, RiverSource Investments
manages investments for the RiverSource funds, itself and its affiliates. For
institutional clients, RiverSource Investments



and its affiliates provide investment management and related services, such as
separate account asset management, and institutional trust and custody, as well
as other investment products.

Effective November 7, 2008, the Fund will pay RiverSource Investments a fee for
managing its assets. The fee paid to RiverSource Investments will be the same
annual fee rate that was paid to Seligman prior to November 7, 2008.

The information contained under the caption "Portfolio Managers" is superseded
and replaced with the following:

For purposes of this discussion, each member of the portfolio team is referred
to as a "portfolio manager." The following tables set forth certain additional
information from that discussed in the Prospectuses with respect to the
portfolio managers of the Fund. Unless noted otherwise, all information is
provided as of September 30, 2008.

Other Accounts Managed by Portfolio Managers. Table A below identifies, for
each of the portfolio managers, the number of accounts managed (other than the
Fund) and the total assets in such accounts, within each of the following
categories: registered investment companies, other pooled investment vehicles,
and other accounts. Table B identifies those accounts that have an advisory fee
based on the performance of the account. For purposes of the tables below, each
series or portfolio of a registered investment company is treated as a separate
registered investment company.

Table A



                                   Registered Investment         Other Pooled Investment
Portfolio Manager                        Companies                      Vehicles                    Other Accounts
- -----------------              -----------------------------  -----------------------------  -----------------------------
                                                                                    
Dimitris J. Bertsimas          27 Registered Investment       2 Other Pooled Investment      15 Other Accounts with
                               Companies with approximately   Vehicles with approximately $  approximately $ 3.31 billion
                               $ 7.66 billion in net assets   21.1 million in net assets     in net assets under
                               under management.              under management.              management.

Gina K. Mourtzinou             9 Registered Investment        None                           5 Other Accounts with
                               Companies with approximately                                  approximately $ 118.9 million
                               $ 5.11 billion in net assets                                  in net assets under
                               under management.                                             management.




Table B



                                   Registered Investment         Other Pooled Investment
Portfolio Manager                        Companies                      Vehicles                    Other Accounts
- -----------------              -----------------------------  -----------------------------  -----------------------------
                                                                                    
Dimitris J. Bertsimas          7 Registered Investment        None                           None
                               Companies with approximately
                               $ 4.62 billion in net assets
                               under management.

Gina K. Mourtzinou             6 Registered Investment        None                           None
                               Companies with approximately
                               $ 4.04 billion in net assets
                               under management.


Compensation/Material Conflicts of Interest. Set forth below is an explanation
of the structure of, and method(s) used to determine portfolio manager
compensation. Also set forth below is an explanation of material conflicts of
interest that may arise between the portfolio manager's management of the
Fund's investments and investments in other accounts.

Compensation:

Portfolio manager compensation is typically comprised of (i) a base salary,
(ii) an annual cash bonus, a portion of which may be subject to a mandatory
deferral program, and may include (iii) an equity incentive award in the form
of stock options and/or restricted stock. The annual bonus is paid from a team
bonus pool that is based on the performance of the accounts managed by the
portfolio management team, which might include mutual funds, wrap accounts,
institutional portfolios and hedge funds. Funding for the bonus pool is
determined by a percentage of the aggregate assets under management in the
accounts managed by the portfolio managers, including the Fund, and by the
short term (typically one-year) and long-term (typically three-year)
performance of those accounts in relation to the relevant peer group universe.
With respect to hedge funds and separately managed accounts that follow a hedge
fund mandate, funding for the bonus pool is a percentage of performance fees
earned on the hedge funds or accounts managed by the portfolio managers.

Senior management of RiverSource Investments has the discretion to increase or
decrease the size of the part of the bonus pool and to determine the exact
amount of each portfolio manager's bonus paid from this portion of the bonus
pool based on his/her performance as an employee. In addition, where portfolio
managers invest in a hedge fund managed by the investment manager, they receive
a cash reimbursement for the investment management fees charged on their hedge
fund investments.

RiverSource Investments portfolio managers are provided with a benefits
package, including life insurance, health insurance, and participation in a
company 401(k) plan, comparable to that received by other RiverSource
Investments employees. Certain investment personnel are also eligible to defer
a portion of their compensation. An individual making this type of election can
allocate the deferral to the returns associated with one or more products they
manage or support or to certain other products managed by their investment
team. Depending upon their job level, RiverSource Investments portfolio
managers may also be eligible for other benefits or perquisites that are
available to all RiverSource Investments employees at the same job level.



Conflicts of Interest:

RiverSource Investments portfolio managers may manage one or more mutual funds
as well as other types of accounts, including hedge funds, proprietary
accounts, separate accounts for institutions and individuals, and other pooled
investment vehicles. Portfolio managers make investment decisions for an
account or portfolio based on its investment objectives and policies, and other
relevant investment considerations. A portfolio manager may manage another
account whose fees may be materially greater than the management fees paid by
the Fund and may include a performance based fee. Management of multiple funds
and accounts may create potential conflicts of interest relating to the
allocation of investment opportunities, competing investment decisions made for
different accounts and the aggregation and allocation of trades. In addition,
RiverSource Investments monitors a variety of areas (e.g., allocation of
investment opportunities) and compliance with the firm's Code of Ethics, and
places additional investment restrictions on portfolio managers who manage
hedge funds and certain other accounts.

RiverSource Investments has a fiduciary responsibility to all of the clients
for which it manages accounts. RiverSource Investments seeks to provide best
execution of all securities transactions and to aggregate securities
transactions and then allocate securities to client accounts in a fair and
equitable basis over time. RiverSource Investments has developed policies and
procedures, including brokerage and trade allocation policies and procedures,
designed to mitigate and manage the potential conflicts of interest that may
arise from the management of multiple types of accounts for multiple clients.

In addition to the accounts above, portfolio managers may manage accounts in a
personal capacity that may include holdings that are similar to, or the same
as, those of the fund. The investment manager's Code of Ethics is designed to
address conflicts and, among other things, imposes restrictions on the ability
of the portfolio managers and other "investment access persons" to invest in
securities that may be recommended or traded in the fund and other client
accounts.

Securities Ownership. As of September 30, 2008, neither Mr. Bertsimas nor
Ms. Mourtzinou owned shares of the Fund.

The information under the caption "Investment Advisory and Other Services -
Service Agreements" is hereby deleted and replaced with the following
information:

Administrative Services

Under an Administrative Services Agreement, effective November 7, 2008
Ameriprise administers certain aspects of the Fund's business and other affairs
at no cost. Ameriprise provides the Fund with such office space, and certain
administrative and other services and executive and other personnel as are
necessary for Fund operations. Ameriprise pays all of the compensation of Board
members of the Fund who are employees or consultants of RiverSource and of the
officers and employees of the Fund. Ameriprise reserves the right to seek Board
approval to increase the fees payable by the Fund under the Administrative
Services Agreement. However, Ameriprise anticipates that any such increase in
fees would be offset by corresponding decreases in advisory fees under the
Management Agreement. If an increase in fees under the Administrative Services
Agreement would not be offset by corresponding decreases in advisory fees, the
affected Fund will inform shareholders prior to the effectiveness of such
increase.



The following information is hereby added to the end of the section entitled
"Investment Advisory and Other Services - Other Service Providers":

The funds in the Seligman Group of Funds will enter into an agreement with
Board Services Corporation (Board Services) located at 901 Marquette Avenue
South, Suite 2810, Minneapolis, MN 55402. This agreement sets forth the terms
of Board Services' responsibility to serve as an agent of the funds for
purposes of administering the payment of compensation to each independent Board
member, to provide office space for use by the funds and their boards, and to
provide any other services to the boards or the independent members, as may be
reasonably requested.

The following information is hereby added after the section entitled "Financial
Statements":

Information Regarding Pending and Settled Legal Proceedings

In June 2004, an action captioned John E. Gallus et al. v. American Express
Financial Corp. and American Express Financial Advisors Inc., was filed in the
United States District Court for the District of Arizona. The plaintiffs allege
that they are investors in several American Express Company mutual funds and
they purport to bring the action derivatively on behalf of those funds under
the Investment Company Act of 1940. The plaintiffs allege that fees allegedly
paid to the defendants by the funds for investment advisory and administrative
services are excessive. The plaintiffs seek remedies including restitution and
rescission of investment advisory and distribution agreements. The plaintiffs
voluntarily agreed to transfer this case to the United States District Court
for the District of Minnesota. In response to defendant's motion to dismiss the
complaint, the Court dismissed one of plaintiffs' four claims and granted
plaintiffs limited discovery. Defendants moved for summary judgment in April
2007. Summary judgment was granted in the defendants' favor on July 9, 2007.
The plaintiffs filed a notice of appeal with the Eighth Circuit Court of
Appeals on Aug. 8, 2007.

In December 2005, without admitting or denying the allegations, American
Express Financial Corporation (AEFC, which is now known as Ameriprise
Financial, Inc. (Ameriprise Financial)), entered into settlement agreements
with the Securities and Exchange Commission (SEC) and Minnesota Department of
Commerce (MDOC) related to market timing activities. As a result, AEFC was
censured and ordered to cease and desist from committing or causing any
violations of certain provisions of the Investment Advisers Act of 1940, the
Investment Company Act of 1940, and various Minnesota laws. AEFC agreed to pay
disgorgement of $10 million and civil money penalties of $7 million. AEFC also
agreed to retain an independent distribution consultant to assist in developing
a plan for distribution of all disgorgement and civil penalties ordered by the
SEC in accordance with various undertakings detailed at
http://www.sec.gov/litigation/admin/ia-2451.pdf. Ameriprise Financial and its
affiliates have cooperated with the SEC and the MDOC in these legal
proceedings, and have made regular reports to the RiverSource Funds' Board of
Directors/Trustees.

Ameriprise Financial and certain of its affiliates have historically been
involved in a number of legal, arbitration and regulatory proceedings,
including routine litigation, class actions, and governmental actions,
concerning matters arising in connection with the conduct of their business
activities. Ameriprise Financial believes that the Funds are not currently the
subject of, and that neither Ameriprise Financial nor any of its affiliates are
the subject of, any pending legal, arbitration or regulatory proceedings that
are likely to have a material adverse effect on the Funds or the ability of
Ameriprise Financial or its affiliates to perform under their contracts with
the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as
necessary, 8-K filings with the Securities and Exchange Commission on legal and
regulatory matters that relate to Ameriprise Financial and its affiliates.
Copies of these filings may be obtained by accessing the SEC website at
www.sec.gov.



There can be no assurance that these matters, or the adverse publicity
associated with them, will not result in increased fund redemptions, reduced
sale of fund shares or other adverse consequences to the Funds. Further,
although we believe proceedings are not likely to have a material adverse
effect on the Funds or the ability of Ameriprise Financial or its affiliates to
perform under their contracts with the Funds, these proceedings are subject to
uncertainties and, as such, we are unable to estimate the possible loss or
range of loss that may result. An adverse outcome in one or more of these
proceedings could result in adverse judgments, settlements, fines, penalties or
other relief that could have a material adverse effect on the consolidated
financial condition or results of operations of Ameriprise Financial.



                        Supplement, dated May 15, 2008,
            to the following Statements of Additional Information:

    Statements of Additional Information, each dated February 1, 2008, for:
 Seligman Core Fixed Income Fund, Inc., Seligman Municipal Fund Series, Inc.,
  Seligman Municipal Series Trust, Seligman New Jersey Municipal Fund, Inc.,
  Seligman Pennsylvania Municipal Fund Series and Seligman TargetHorizon ETF
                               Portfolios, Inc.

     Statements of Additional Information, each dated March 3, 2008, for:
      Seligman Frontier Fund, Inc. and Seligman Global Fund Series, Inc.

      Statements of Additional Information, each dated May 1, 2008, for:
     Seligman Asset Allocation Series, Inc., Seligman Capital Fund, Inc.,
    Seligman Cash Management Fund, Inc., Seligman Common Stock Fund, Inc.,
Seligman Communications and Information Fund, Inc., Seligman Growth Fund, Inc.,
   Seligman High Income Fund Series, Seligman Income and Growth Fund, Inc.,
                Seligman LaSalle Real Estate Fund Series, Inc.
                     and Seligman Value Fund Series, Inc.
                               (each, a "Fund")

Capitalized terms used but not defined in this Supplement shall have the
meanings given to such terms in each Fund's Statement of Additional Information.

The following information supersedes and replaces item (6) under the heading
"Purchase, Redemption and Pricing of Shares - Purchase of Shares - CDSC
Waivers" in each Fund's Statement of Additional Information:

(6) in connection with participation in the Merrill Lynch Small Market 401(k)
    Program, retirement programs administered or serviced by the Princeton
    Retirement Group, Paychex, ADP Retirement Services, Hartford Securities
    Distribution Company, Inc., or NYLIM Service Company LLC, retirement
    programs or accounts administered or serviced by Mercer HR Services, LLC or
    its affiliates, or retirement programs or accounts administered or serviced
    by firms that have a written agreement with Seligman Advisors that
    contemplates a waiver of CDSCs.



                       SELIGMAN COMMON STOCK FUND, INC.

                      Statement of Additional Information
                                  May 1, 2008

                                100 Park Avenue
                           New York, New York 10017
                                (212) 850-1864

                      Toll Free Telephone: (800) 221-2450
     For Retirement Plan Information--Toll-Free Telephone: (800) 445-1777

This Statement of Additional Information ("SAI") expands upon and supplements
the information contained in the current Prospectus of Seligman Common Stock
Fund, Inc. (the "Fund"), dated May 1, 2008, offering Class A shares, Class B
shares, Class C shares, Class D shares (Class D shares are not offered after
the close of business on May 16, 2008) and Class R shares, and the current
Prospectus, dated May 1, 2007, offering Class I shares (together, "the
Prospectuses"). This SAI, although not in itself a Prospectus, is incorporated
by reference into the Prospectuses in its entirety. It should be read in
conjunction with the Prospectuses, which you may obtain by writing or calling
the Fund at the above address or telephone numbers, respectively.

The financial statements and notes included in the Fund's Annual Report, which
includes the Report of Independent Registered Public Accounting Firm thereon,
are incorporated herein by reference. The Annual Report will be furnished to
you without charge if you request a copy of this SAI.

The website references in this SAI are inactive textual references and
information contained in or otherwise accessible through these websites does
not form a part of this SAI.

                               Table of Contents


                                                               
           Fund History..........................................  2
           Description of the Fund and its Investments and Risks.  2
           Management of the Fund................................ 10
           Control Persons and Principal Holders of Securities... 17
           Investment Advisory and Other Services................ 17
           Portfolio Managers.................................... 24
           Brokerage Allocation and Other Practices.............. 25
           Capital Stock and Other Securities.................... 26
           Purchase, Redemption, and Pricing of Shares........... 27
           Taxation of the Fund.................................. 33
           Underwriters.......................................... 35
           Calculation of Performance Data....................... 38
           Financial Statements.................................. 40
           General Information................................... 40




                                 Fund History

The Fund was incorporated under the laws of the state of Maryland in 1930.

             Description of the Fund and its Investments and Risks

Classification

The Fund is a diversified open-end management investment company, or mutual
fund.

Investment Strategies and Risks

The following information regarding the Fund's investments and risks
supplements the information contained in the Fund's Prospectuses.

Foreign Securities. The Fund may invest in commercial paper and certificates of
deposit issued by foreign banks and may invest either directly or through
American Depositary Receipts ("ADRs"), European Depositary Receipts ("EDRs"),
or Global Depositary Receipts ("GDRs") (collectively, "Depositary Receipts") in
other securities of foreign issuers. Foreign investments may be affected
favorably or unfavorably by changes in currency rates and exchange control
regulations. There may be less information available about a foreign company
than about a US company and foreign companies may not be subject to reporting
standards and requirements comparable to those applicable to US companies.
Foreign securities may not be as liquid as US securities and there may be
delays and risks attendant in local settlement procedures. Securities of
foreign companies may involve greater market risk than securities of US
companies, and foreign brokerage commissions and custody fees are generally
higher than those in the United States. Investments in foreign securities may
also be subject to local economic or political risks, political instability,
the possible nationalization of issuers and the risk of expropriation or
restrictions on the repatriation of proceeds of sale. In addition, foreign
investments may be subject to withholding and other taxes.

Depositary Receipts are instruments generally issued by domestic banks or trust
companies that represent the deposits of a security of a foreign issuer. ADRs,
which are traded in dollars on US exchanges or the over-the-counter market, are
issued by domestic banks and evidence ownership of securities issued by foreign
corporations. EDRs are typically traded in Europe. GDRs are typically traded in
both Europe and the United States. Depositary Receipts may be issued under
sponsored or unsponsored programs. In sponsored programs, the issuer has made
arrangements to have its securities traded in the form of a Depositary Receipt.
In unsponsored programs, the issuers may not be directly involved in the
creation of the program. Although regulatory requirements with respect to
sponsored and unsponsored Depositary Receipt programs are generally similar,
the issuers of securities represented by unsponsored Depositary Receipts are
not obligated to disclose material information in the United States, and
therefore, the import of such information may not be reflected in the market
value of such receipts. The Fund may invest up to 10% of its total assets in
foreign securities that it holds directly, but this 10% limit does not apply to
foreign securities held through Depositary Receipts which are traded in the
United States or to commercial paper and certificates of deposit issued by
foreign banks.

Investment income received by the Fund from sources within foreign countries
may be subject to foreign income taxes withheld at the source. The United
States has entered into tax treaties with many foreign countries which entitle
the Fund to a reduced rate of such taxes or exemption from taxes on such
income. It is impossible to determine the effective rate of foreign tax in
advance since the amounts of the Fund's assets to be invested within various
countries is not known.

Forward Foreign Currency Exchange Contracts. The investment manager will
consider changes in exchange rates in making investment decisions. As one way
of managing exchange rate risk, the Fund may enter into forward currency
exchange contracts. A forward foreign currency exchange contract is an
agreement to purchase or sell a specific currency at a future date and at a
price set at the time the contract is entered into. The Fund will generally
enter into these contracts to fix the US dollar value of a security that it has
agreed to buy or sell for the period between the date the trade was entered
into and the date the security is delivered and paid for.

The Fund may enter into a forward contract to sell or buy the amount of a
foreign currency it believes may experience a substantial movement against the
US dollar. In this case the contract would approximate the value of some or all
of the Fund's portfolio securities denominated in such foreign currency. Under
normal circumstances, the investment manager will limit forward currency
contracts to not greater than 75% of the Fund's portfolio position in any one
country as of the date the contract is entered into. This limitation will be
measured at the point

                                      2



the hedging transaction is entered into by the Fund. Under extraordinary
circumstances, the investment manager may enter into forward currency contracts
in excess of 75% of the Fund's portfolio position in any one country as of the
date the contract is entered into. The precise matching of the forward contract
amounts and the value of securities involved will not generally be possible
since the future value of such securities in foreign currencies will change as
a consequence of market involvement in the value of those securities between
the date the forward contract is entered into and the date it matures. The
projection of short-term currency market movement is extremely difficult, and
the successful execution of a short-term hedging strategy is highly uncertain.
Under certain circumstances, the Fund may commit up to the entire value of its
assets which are denominated in foreign currencies to the consummation of these
contracts. The investment manager will consider the effect a substantial
commitment of its assets to forward contracts would have on the investment
program of the Fund and its ability to purchase additional securities.

Except as set forth above and immediately below, the Fund will not enter into
such forward contracts or maintain a net exposure to such contracts where the
consummation of the contracts would oblige the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency. The Fund, in order to avoid excess
transactions and transaction costs, may nonetheless maintain a net exposure to
forward contracts in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency provided the excess amount is
"covered" by cash or liquid, high-grade debt securities, denominated in any
currency, having a value at least equal at all times to the amount of such
excess. Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the longer term investment decisions made
with regard to overall diversification strategies. However, the investment
manager believes that it is important to have the flexibility to enter into
such forward contracts when it determines that the best interests of the Fund
will be served.

At the maturity of a forward contract, the Fund may either sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract obligating it to purchase, on
the same maturity date, the same amount of the foreign currency.

As indicated above, it is impossible to forecast with absolute precision the
market value of portfolio securities at the expiration of the forward contract.
Accordingly, it may be necessary for the Fund to purchase additional foreign
currency on the spot market (and bear the expense of such purchase) if the
market value of the security is less than the amount of foreign currency the
Fund is obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency. Conversely, it may be necessary to sell
on the spot market some of the foreign currency received upon the sale of the
portfolio security if its market value exceeds the amount of foreign currency
the Fund is obligated to deliver. However, the Fund may use liquid, high-grade
debt securities, denominated in any currency, to cover the amount by which the
value of a forward contract exceeds the value of the securities to which it
relates.

If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the Fund
will suffer a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

The Fund's dealing in forward foreign currency exchange contracts will be
limited to the transactions described above. Of course, the Fund is not
required to enter into forward contracts with regard to its foreign
currency-denominated securities and will not do so unless deemed appropriate by
the investment manager.

Although the Fund will seek to benefit by using forward contracts, anticipated
currency movements may not be accurately predicted and the Fund may therefore
incur a gain or loss on a forward contract. A forward contract may help reduce
the Fund's losses on securities denominated in a hedged currency, but it may
also reduce the potential gain on the securities which might result from an
increase in the value of that currency.

Investors should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit
or "spread" based on the difference between the prices at which they are buying
and selling various currencies. Thus, a dealer may offer to sell a foreign
currency to the Fund at one rate, while offering a lesser rate of exchange
should the Fund desire to resell that currency to the dealer.

                                      3



Repurchase Agreements. The Fund may enter into repurchase agreements. A
repurchase agreement is an agreement under which the Fund acquires a security,
generally a US government obligation, subject to resale at an agreed upon price
and date. The resale price reflects an agreed upon interest rate effective for
the period of time the Fund holds the security and is unrelated to the interest
rate on the security. The Fund's repurchase agreements will at all times be
fully collateralized.

Repurchase agreements could involve certain risks in the event of bankruptcy or
other default by the seller, including possible delays and expenses in
liquidating the securities underlying the agreement, a decline in value of the
underlying securities and a loss of interest. Repurchase agreements are
typically entered into for periods of one week or less. As a matter of
fundamental policy, the Fund will not enter into repurchase agreements of more
than one week's duration if more than 10% of its net assets would be so
invested.

Illiquid Securities. The Fund may invest up to 15% of its net assets in
illiquid securities, including restricted securities (i.e., securities not
readily marketable without registration under the Securities Act of 1933 ("1933
Act")) and other securities that are not readily marketable. These may include
restricted securities that can be offered and sold to "qualified institutional
buyers" under Rule 144A of the 1933 Act. The Fund's Board of Directors may
adopt procedures pursuant to which the investment manager may determine, when
appropriate, that specific Rule 144A securities are liquid and not subject to
the 15% limitation on illiquid securities. Should the Fund's Board of Directors
or the investment manager (as the case may be) make this determination, it will
carefully monitor the security (focusing on such factors, among others, as
trading activity and availability of information) to determine that the Rule
144A security continues to be liquid. It is not possible to predict with
assurance exactly how the market for Rule 144A securities will further evolve.
This investment practice could have the effect of increasing the level of
illiquidity in the Fund, if and to the extent that qualified institutional
buyers become for a time uninterested in purchasing Rule 144A securities.

Borrowing. The Fund may from time to time borrow money to increase its
portfolio of securities or for other purchases. Under the Investment Company
Act of 1940 as amended (the "1940 Act"), the Fund is generally permitted to
borrow from banks in amounts not exceeding one-third of the value of its total
assets, less liabilities, other than such borrowings. The Fund's Board of
Directors has adopted a non-fundamental restriction under which the Fund may
not borrow more than 15% of the value of its assets. Borrowings may be secured
by a mortgage or pledge of the Fund's assets.

Borrowed money creates an opportunity for greater capital appreciation, but at
the same time increase exposure to capital risk. The net cost of any money
borrowed would be an expense that otherwise would not be incurred, and this
expense will limit the Fund's net investment income in any given period.

Any gain in the value of securities purchased with money borrowed in excess of
the cost of amounts borrowed would cause the net asset value of the Fund's
shares to increase more than otherwise would be the case. Conversely, any
decline in the value of securities purchased with money borrowed or any gain in
value less than the cost of amounts borrowed would cause net asset value to
decline more than would otherwise be the case.

Commodities and Commodity Contracts. The Fund may purchase and sell commodities
and commodity contracts only to the extent that such activities do not result
in the Fund being a "commodity pool" as defined in the Commodity Exchange Act
and the Commodity Futures Trading Commission's regulations and interpretations
thereunder. The investment manager must seek approval of the Fund's Board of
Directors to invest in any new type of commodity if it is of a type the Fund
has not previously utilized.

Use of these instruments can involve substantial risks. For example, derivative
instruments can present investment risk to the Fund if the investment manager
does not accurately predict the fluctuations in interest rates, currency values
or the market to which the financial instrument is tied. Certain derivative
instruments may involve the use of leverage and, as a result, there is the risk
that the Fund could lose more than the amount of its original investment. For
example, a fund may purchase futures contracts by making a relatively small
"margin deposit" and, if such contract is thereafter sold at a loss, that fund
could lose substantially more than the original margin deposit. Although the
Fund will only utilize exchange-traded futures and options thereon, there can
be no assurance that they will be able to close out positions when they wish
to. In addition, a futures or options strategy may not provide an exact hedge
to a position.

                                      4



Short Sales. The Fund may not sell "short" or maintain a "short position".

Rights and Warrants. The Fund may invest in common stock rights and warrants
believed by the investment manager to provide capital appreciation
opportunities. The investment manager must seek the Fund Board's approval to
invest in any warrant if it is of a type the Fund has not previously utilized.
Common stock rights and warrants received as part of a unit or attached to
securities purchased (i.e., not separately purchased) are not included in the
Fund's investment restrictions regarding such securities.

The Fund may not invest in rights and warrants if, at the time of acquisition,
the investment in rights and warrants would exceed 5% of the Fund's net assets,
valued at the lower of cost or market. In addition, no more than 2% of net
assets may be invested in warrants not listed on the New York or American Stock
Exchanges. For purposes of this restriction, rights and warrants acquired by
the Fund in units or attached to securities may be deemed to have been
purchased without cost.

Options. The investment manager must seek approval of the Board of Directors to
invest in any option if it is of a type the Fund has not previously utilized.
Pursuant to this policy, the Board has approved the investment manager's
request that the Fund be permitted to purchase put options, call options, put
spreads, call spreads and collars, and to sell covered call options (i.e.,
where the Fund owns the underlying security) and covered put options (i.e.,
where the Fund maintains the cash or collateral to cover the obligation created
by the put). These instruments are described below.

An option is a contract that gives the holder the right to purchase ("call") or
sell ("put") a specified security for an agreed upon price at any time before
the contract's expiration date. The amount paid for an option is known as the
premium, and the exercise price is known as the strike price. The purchaser of
an option has the right, but not the obligation, to purchase or sell a
security. The seller (or "writer") of an option, conversely, has an obligation
to sell or purchase a security if the option is exercised. Some options have
standardized terms and are traded on securities exchanges. Others are privately
negotiated and have no or only a limited trading market. Options may be used
individually or in combinations (e.g., put spreads and collars) to hedge
securities positions or to seek increased investment returns.

Put spreads and collars are designed to protect against a decline in value of a
security an investor owns. A collar involves the purchase of a put and the
simultaneous writing of a call on the same security at a higher strike price.
The put protects the investor from a decline in the price of the security below
the put's strike price. The call means that the investor will not benefit from
increases in the price of the stock beyond the call's strike price. In a put
spread, an investor purchases a put and simultaneously writes a put on the same
security at a lower strike price. This combination protects the investor
against a decline in the stock price down to the lower strike price. The
premium received for writing the call (in the case of a collar) or writing the
put (in the case of a put spread) offsets, in whole or in part, the premium
paid to purchase the put. In a call spread, an investor purchases a call and
simultaneously sells a call on the same security, with the call sold having a
higher strike price than the call purchased. The purchased call is designed to
provide exposure to a potential increase in the value of a security an investor
owns. The premium received for writing the call offsets, in part, the premium
paid to purchase the corresponding call, but it also means that the investor
will not benefit from increases in the price of the security beyond the sold
call's strike price.

Options offer large amounts of leverage, which will result in the Fund's net
asset value being more sensitive to changes in the value of the underlying
security. The successful use of options depends in part on the ability of the
investment manager to manage future price fluctuations, and the degree of
correlation between the options and the prices of the underlying securities. If
the investment manager is incorrect in its expectation of changes in market
prices or the correlation between the instruments or indices on which such
options may be written and purchased and the instruments in the Fund's
investment portfolio, the Fund may incur losses that it would not otherwise
incur. The use of options can also increase the Fund's transaction costs.
Options transactions can involve a high degree of risk, including the
possibility of a total loss of the amount invested. The purchaser of an option
runs the risk of losing the entire premium paid if the option expires "out of
the money" (i.e., if the strike price for a call option is higher than the
market price, or the strike price for a put option is lower than the market
price). The seller of an option earns premium income but is subject to the risk
of having to sell the underlying security at significantly less than its market
price (or buy a security at significantly more than its market price). When
options are purchased on the over-the-counter market, there is a risk that the
counterparty that wrote the option will be unable to perform its obligations
under the option contract. Such over-the-counter options may also be illiquid
and, in such cases, the Fund may have difficulty closing out its position, in
which case the Fund could lose money in the event of adverse price movements.

                                      5



Equity-Linked Securities. The Fund may invest in equity-linked securities
(each, an "ELS") as part of its overall investment strategy. An ELS is a debt
instrument whose value is based on the value of a single equity security,
basket of equity securities or an index of equity securities (each, an
"Underlying Equity"). An ELS typically provides interest income, thereby
offering a yield advantage over investing directly in an Underlying Equity.
However, the holder of an ELS may have limited or no benefit from any
appreciation in the Underlying Equity, but is exposed to downside market risk.
The Fund may purchase ELSs that trade on a securities exchange or those that
trade on the over-the-counter markets, including Rule 144A securities. The Fund
may also purchase ELSs in a privately negotiated transaction with the issuer of
the ELSs (or its broker-dealer affiliate, collectively referred to in this
section as the "issuer"). The Fund may or may not hold an ELS until its
maturity.

Investments in ELSs subject the Fund to risks, primarily to the downside market
risk associated with the Underlying Equity, and to additional risks not
typically associated with investments in listed equity securities, such as
liquidity risk, credit risk of the issuer, and concentration risk. Most ELSs do
not have any downside protection (though some ELSs provide for a floor on the
downside). In general, an investor in an ELS has the same downside risk as an
investor in the Underlying Equity. The liquidity of an ELS that is not actively
traded on an exchange is linked to the liquidity of the Underlying Equity. The
issuer of an ELS generally purchases the Underlying Equity as a hedge. If the
Fund wants to sell an ELS back to the issuer prior to its maturity, the issuer
may sell the Underlying Equity to unwind the hedge and, therefore, must take
into account the liquidity of the Underlying Equity in negotiating the purchase
price the issuer will pay to the Fund to acquire the ELS.

The liquidity of unlisted ELSs is normally determined by the willingness of the
issuer to make a market in the ELS. While the Fund will seek to purchase ELSs
only from issuers that it believes to be willing to, and capable of,
repurchasing the ELS at a reasonable price, there can be no assurance that the
Fund will be able to sell any ELS at such a price or at all. This may impair
the Fund's ability to enter into other transactions at a time when doing so
might be advantageous. In addition, because ELSs are senior unsecured notes of
the issuer, the Fund would be subject to the credit risk of the issuer and the
potential risk of being too concentrated in the securities (including ELSs) of
that issuer. The Fund bears the risk that the issuer may default on its
obligations under the ELS. In the event of insolvency of the issuer, the Fund
will be unable to obtain the intended benefits of the ELS. Moreover, it may be
difficult to obtain market quotations for purposes of valuing the Fund's ELSs
and computing the Fund's net asset value.

Price movements of an ELS will likely differ significantly from price movements
of the Underlying Equity, resulting in the risk of loss if the investment
manager is incorrect in its expectation of fluctuations in securities prices,
interest rates or currency prices or other relevant features of an ELS.

Access Trades. The Fund may participate in access trades with a global
securities broker as counterparty. Access trades are over-the-counter
transactions that provide access to a designated security, group of securities
or market index without directly investing in the reference security/index. For
a commission, the counterparty agrees to provide a return based on the return
of the reference security/index. Access trades are typically used in foreign
markets where limits on direct foreign ownership can affect prices and/or where
there are significant complexities in directly purchasing or selling shares in
the reference security/index. Since access trades are over-the-counter
transactions, the Fund bears the risk that the counterparty will be unable or
unwilling to meet its obligations. In addition, since over-the-country markets
are generally less liquid than exchanges, the Fund may not be able to sell when
the investment manager deems it advantageous to do so. The investment manager
will attempt to mitigate these risks by limiting access trade exposure by the
Fund to 5% of total assets at the time of purchase and dealing with
counterparties believed to be reputable.

Lending of Portfolio Securities. The Fund may lend portfolio securities to
broker/dealers or other institutions, if the investment manager believes such
loans will be beneficial to the Fund. The borrower must maintain with the Fund
cash or equivalent collateral equal to at least 100% of the market value of the
securities loaned. During the time portfolio securities are on loan, the
borrower pays the Fund any dividends or interest paid on the securities. The
Fund may invest the collateral and earn additional income or receive an agreed
upon amount of interest income from the borrower. Loans made by the Fund will
generally be short-term. Loans are subject to termination at the option of the
Fund or the borrower. The Fund may pay reasonable administrative and custodial
fees in connection with a loan and may pay a negotiated portion of the interest
earned on the collateral to the borrower or placing broker. The Fund does not
have the right to vote securities on loan, but would terminate the loan and
regain the right to vote if that were considered important with respect to the
investment. The Fund may lose money if a borrower defaults on its obligation to
return securities and the value of the collateral held by the Fund is
insufficient to replace the loaned securities. In addition, the Fund is
responsible for any loss that might result from its investment of the
borrower's collateral.

                                      6



Other Investment Companies. The Fund may invest in securities issued by other
investment companies. Such investments are subject to the limitations on
investments in other investment companies imposed by the 1940 Act, which
generally prohibits the Fund from holding more than 3% of the outstanding
voting securities of another investment company, and from investing more than
5% of its total assets in any one investment company, or more than 10% of its
total assets in other investment companies overall. The Fund's investments in
other investment companies may include investment in exchange-traded funds
("ETFs") if appropriate investment opportunities arise. ETFs are registered
funds that trade on a stock exchange or otherwise traded in the
over-the-counter market and generally seek to track the performance of a
specified securities index or a basket of securities. Securities traded in the
over-the-counter market present additional risks, such as counterparty and
liquidity risks.

If the Fund invests in other investment companies, shareholders would bear not
only the Fund's expenses (including operating expenses and management fees),
but also similar expenses of the underlying investment companies, and the
Fund's returns will therefore be lower. To the extent the Fund invests in ETFs,
the Fund is exposed to the risks associated with the underlying investments of
the ETFs and the Fund's performance may be negatively affected if the value of
those underlying investments declines.

Investments to Control. The Fund may not invest for the purpose of controlling
or managing any company. If a fund acquires a large percentage of the
securities of a single issuer, it could be deemed to have invested in such
issuer for the purpose of exercising control. If the Fund were to make such
acquisitions, there is a risk that the Fund would become less diversified,
which could increase the volatility of the Fund and increase the Fund's
exposure to market, credit and other risks associated with certain issuers'
financial condition and business operations.

Except as otherwise specifically noted above, the Fund's investment strategies
are not fundamental and the Fund, with the approval of the Fund's Board of
Directors, may change such strategies without the vote of shareholders.

Fundamental Restrictions

The Fund is subject to fundamental policies that place restrictions on certain
types of investments. These policies cannot be changed except by vote of a
majority of the Fund's outstanding voting securities. Under these policies, the
Fund may not:

..  Purchase or sell commodities or commodity contracts, except to the extent
   permissible under applicable law and interpretations, as they may be amended
   from time to time;

..  Purchase securities on margin except as permitted by the 1940 Act or any
   rule thereunder, any Securities and Exchange Commission ("SEC") or SEC staff
   interpretations thereof or any exemptions therefrom which may be granted by
   the SEC;

..  Issue senior securities or borrow money, except as permitted by the 1940 Act
   or any rule thereunder, any SEC or SEC staff interpretations thereof or any
   exemptions therefrom which may be granted by the SEC;

..  Make loans, except as permitted by the 1940 Act or any rule thereunder, any
   SEC or SEC staff interpretations thereof or any exemptions therefrom which
   may be granted by the SEC;

..  Underwrite the securities of other issuers, except insofar as the Fund may
   be deemed an underwriter under the 1933 Act in disposing of a portfolio
   security or in connection with investments in other investment companies;

..  Purchase or hold any real estate, except the Fund may invest in securities
   secured by real estate or interests therein or issued by persons (including
   real estate investment trusts) which deal in real estate or interests
   therein;

..  Make any investment inconsistent with the Fund's classification as a
   diversified company under the 1940 Act;

..  Invest 25% or more of its total assets, at market value, in the securities
   of issuers in any particular industry, provided that this limitation shall
   exclude securities issued or guaranteed by the US Government or any of its
   agencies or instrumentalities;

                                      7



..  Purchase or hold the securities of any issuer, if to its knowledge,
   directors or officers of the Fund individually owning beneficially more than
   0.5% of the securities of that issuer own in the aggregate more than 5% of
   such securities; or

..  Deal with its directors or officers, or firms they are associated with, in
   the purchase or sale of securities of other issuers, except as broker.

The Fund's fundamental policies set forth above prohibit transactions "except
as permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff
interpretations thereof or any exemptions therefrom which may be granted by the
SEC." The following discussion explains the flexibility that the Fund gains
from these exceptions.

Purchase of securities on margin - A purchase on margin involves a loan from
the broker-dealer arranging the transaction. The "margin" is the cash or
securities that the borrower places with the broker-dealer as collateral
against the loan. However, the purchase of securities on margin is effectively
prohibited by the 1940 Act because the Fund generally may borrow only from
banks. Thus, under current law, this exception does not provide any additional
flexibility to the Fund.

Issuing senior securities - A "senior security" is an obligation with respect
to the earnings or assets of a company that takes precedence over the claims of
that company's common stock with respect to the same earnings or assets. The
1940 Act prohibits a mutual fund from issuing senior securities other than
certain borrowings, but SEC staff interpretations allow a fund to engage in
certain types of transactions that otherwise might raise senior security
concerns (such as short sales, buying and selling financial futures contracts
and selling put and call options), provided that the fund maintains segregated
deposits or portfolio securities, or otherwise covers the transaction with
offsetting portfolio securities, in amounts sufficient to offset any liability
associated with the transaction. The exception in the fundamental policy allows
the Fund to operate in reliance upon these staff interpretations.

Borrowing money - The 1940 Act permits a fund to borrow up to 33 1/3% of its
total assets (including the amounts borrowed) from banks, plus an additional 5%
of its total assets for temporary purposes, which may be borrowed from banks or
other sources.

Making loans - The 1940 Act generally prohibits the Fund from making loans to
affiliated persons but does not otherwise restrict the Fund's ability to make
loans.

The Fund also may not change its investment objective without shareholder
approval.

Under the 1940 Act, a "vote of a majority of the outstanding voting securities"
of the Fund means the affirmative vote of the lesser of (l) more than 50% of
the outstanding shares of the Fund; or (2) 67% or more of the shares present at
a shareholders' meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy.

The Fund also may not acquire any securities of a registered open-end
investment company or a registered unit investment trust in reliance on
subparagraph (F) or subparagraph (G) of Section 12(d)(1) of the 1940 Act. This
policy is not fundamental.

The Fund will provide shareholders with at least 60 days prior notice of any
change in the Fund's "80%" investment policy as described in the Prospectuses.
Such notice will be provided in plain English in a separate written document
and will contain the following prominent statement, in bold-face type:
"Important Notice Regarding Change in Investment Policy". This prominent
statement will also appear on the envelope in which the notice is delivered or,
if the notice is delivered separately from other communications to
shareholders, such statement will appear either on the notice or on the
envelope in which the notice is delivered. This policy is not fundamental.

Temporary Defensive Position

In an attempt to respond to adverse market, economic, political, or other
conditions, the Fund may invest up to 100% of its assets in cash or cash
equivalents, including, but not limited to, prime commercial paper, bank
certificates of deposit, bankers' acceptances, or repurchase agreements for
such securities, and securities of the US Government and its agencies and
instrumentalities, as well as cash and cash equivalents denominated in foreign
currencies. The Fund's investments in foreign cash equivalents will be limited
to those that, in the opinion of the investment manager, equate generally to
the standards established for US cash equivalents. Investments in bank
obligations will be limited at the time of investment to the obligations of the
100 largest domestic banks in terms of assets which are subject to regulatory
supervision by the US Government or state governments, and the obligations of
the 100 largest foreign banks in terms of assets with branches or agencies in
the United States.

                                      8



Portfolio Turnover

The Fund's portfolio turnover rate is calculated by dividing the lesser of
purchases or sales of portfolio securities for the year by the monthly average
of the value of the portfolio securities owned during the year. Securities
whose maturity or expiration date at the time of acquisition were one year or
less are excluded from the calculation. The Fund's portfolio turnover rates for
the years ended December 31, 2007 and 2006 were 119.23% and 93.45%,
respectively.

Disclosure of Portfolio Holdings

The Fund's full portfolio holdings, as well as portfolio weightings, are
published quarterly, generally no sooner than 15 calendar days after the end of
each calendar quarter on the website of the Fund's distributor, Seligman
Advisors, Inc. ("Seligman Advisors") (www.seligman.com). In addition, the
Fund's top 10 holdings and the aggregate weighting of the top 10 holdings are
published monthly, generally no sooner than 5 business days after the end of
each month. Seligman employees may freely distribute the Fund's portfolio
holdings information described above to third parties the day after such
information appears on Seligman Advisors' website. The foregoing monthly and
quarterly information will remain available on Seligman Advisors' website for
at least 5 months from the end of the period shown.

In accordance with the policies and procedures approved by the Fund's Board of
Directors, the Fund's portfolio holdings may be disclosed to certain parties
prior to its public release if the disclosure is intended for research or other
legitimate business purposes and the recipient is subject to a duty of
confidentiality. Disclosures of portfolio holdings for such purposes (which may
be on-going) are considered on a case-by-case basis, and the Fund's procedures
require the prior written approval of the Chief Investment Officer of J. & W.
Seligman & Co. Incorporated ("Seligman") (or its designee) and the Fund's Chief
Compliance Officer ("CCO") with respect to disclosures intended for research
purposes, and the President of Seligman or Seligman Advisors (or their
respective designees) and the Fund's CCO with respect to disclosures intended
for other legitimate business purposes. In connection with the CCO's review and
approval, the CCO considers whether such disclosure is in the best interests of
the Fund. If prior approval is granted, the recipient must enter into a written
agreement prior to the release of the Fund's portfolio holdings information
that includes, among other things, a requirement that the holdings be kept
confidential and places limits on the use of the information for trading
purposes. The CCO, who reports directly to the Fund's Board of Directors
regarding compliance with the Fund's policies, and Seligman's Chief Compliance
Officer monitor compliance with this policy.

In addition, the Fund's policies expressly permit Seligman's employees to
release the Fund's holdings information without a confidentiality agreement as
necessary to facilitate the execution of securities transactions or to respond
to questions about Seligman's views on individual securities or whether the
Fund owns or does not own a particular security, provided that individual
securities weightings will not be disclosed unless such weightings are
otherwise provided in the quarterly disclosure noted above. Portfolio managers
(or their designees) may also disclose certain information about individual
securities or information about a particular investment style on an occasional
basis to third parties for research purposes, provided that the information
does not include the name of the Fund or the weightings of particular
securities unless otherwise provided in the quarterly disclosure noted above.
The Fund may also permit its auditors to have access to the Fund's portfolio
holdings as necessary in connection with their auditing services.

Currently, Seligman has entered into ongoing arrangements to disclose the
Fund's portfolio holdings prior to the public disclosure of such information
with the following third party research providers: FactSet Research Systems,
Inc. and Vestek Systems, Inc. The portfolio holdings are released to these
research providers on an as-needed basis (including daily, if necessary). In
addition, Seligman discloses the Fund's portfolio holdings to State Street Bank
and Trust Company ("SSBT") in connection with back-office, custodial and/or
administrative services provided by SSBT, and to Institutional Shareholder
Services ("ISS"), in connection with proxy voting services provided. Seligman
discloses portfolio holdings to the third parties listed above, other than ISS,
on a daily basis. Accordingly, the time elapsed between the date of such
information and the date of its disclosure is generally less than 24 hours.
Seligman discloses portfolio holdings to ISS on an as-requested basis, and the
time elapsed between the date of the information and the date of its disclosure
will vary based upon the date specified by the ISS request.

All of the above mentioned disclosures have been approved, as applicable, by
the President of Seligman or Seligman Advisors, Seligman's Chief Investment
Officer and/or the Fund's CCO and are made pursuant to the terms of

                                      9



confidentiality agreements or provisions that prohibit the disclosure and
restrict the use of the holdings information. No compensation is received by
any party in consideration of the disclosure of the Fund's portfolio holdings
pursuant to these arrangements.

                            Management of the Fund

Board of Directors

The Board of Directors provides broad supervision over the affairs of the Fund.

Management Information

Information with respect to Directors and officers of the Fund is shown below.
Unless otherwise indicated, their addresses are 100 Park Avenue, New York, New
York 10017.






                          Term of Office
Name, (Age), Position(s)  and Length of           Principal Occupation(s) During Past 5 Years, Directorships
With Fund                 Time Served*                              and Other Information
- ------------------------  --------------  ---------------------------------------------------------------------------
                                    
                                                      INDEPENDENT DIRECTORS
Maureen Fonseca (52)****  July 2007 to    Head of School, The Masters School (education); Director or Trustee of
Director                      Date        each of the investment companies of the Seligman Group of Funds**;
                                          Trustee, New York State Association of Independent Schools and Greens
                                          Farms Academy (education); and Commissioner, Middle States
                                          Association (education).

John R. Galvin (78)         1995 to       Dean Emeritus, Fletcher School of Law and Diplomacy at Tufts
Director                      Date        University; Director or Trustee of each of the investment companies of the
                                          Seligman Group of Funds**; and Chairman Emeritus, American Council
                                          on Germany. Formerly, Director, Raytheon Co. (defense and commercial
                                          electronics); Governor of the Center for Creative Leadership; and Trustee,
                                          Institute for Defense Analyses. From February 1995 until June 1997,
                                          Director, USLIFE Corporation (life insurance). From June 1987 to June
                                          1992, Supreme Allied Commander, NATO, and the Commander-in-Chief,
                                          United States European Command.

John F. Maher (64)          December      Retired President and Chief Executive Officer, and former Director, Great
Director                    2006 to       Western Financial Corporation (bank holding company) and its principal
                              Date        subsidiary, Great Western Bank (a federal savings bank). Director or
                                          Trustee of each of the investment companies of the Seligman Group of
                                          Funds**. From 1989 to 1999, Director, Baker Hughes (energy products
                                          and services).

Frank A. McPherson (75)     1995 to       Retired Chairman of the Board and Chief Executive Officer of Kerr-
Director                      Date        McGee Corporation (diversified energy and chemical company); Director
                                          or Trustee of each of the investment companies of the Seligman Group of
                                          Funds**; and Director, DCP Midstream GP, LLP (natural gas processing
                                          and transporting), Integris Health (owner of various hospitals), Oklahoma
                                          Medical Research Foundation, Oklahoma Foundation for Excellence in
                                          Education, National Cowboy and Western Heritage Museum, and
                                          Oklahoma City Museum of Art. Formerly, Director, ConocoPhillips
                                          (integrated international oil corporation), Kimberly-Clark Corporation
                                          (consumer products), Oklahoma Chapter of the Nature Conservancy, Boys
                                          and Girls Clubs of Oklahoma, Oklahoma City Public Schools Foundation,
                                          Oklahoma City Chamber of Commerce and BOK Financial (bank holding
                                          company). From 1990 until 1994, Director, the Federal Reserve System's
                                          Kansas City Reserve Bank.

Betsy S. Michel (65)        1984 to       Attorney; Director or Trustee of each of the investment companies of the
Director                      Date        Seligman Group of Funds**; and Trustee, The Geraldine R. Dodge
                                          Foundation (charitable foundation) and Drew University (Madison, NJ).
                                          Formerly, Chairman of the Board of Trustees of St. George's School
                                          (Newport, RI) and Trustee, World Learning, Inc. (international educational
                                          training) and Council of New Jersey Grantmakers.



                                                                             Number of
                                                                            Portfolios in
                                                                                Fund
                                                                              Complex
        Principal Occupation(s) During Past 5 Years, Directorships            Overseen
                          and Other Information                             by Director
- --------------------------------------------------------------------------- -------------
                                                                         

Head of School, The Masters School (education); Director or Trustee of           59
each of the investment companies of the Seligman Group of Funds**;
Trustee, New York State Association of Independent Schools and Greens
Farms Academy (education); and Commissioner, Middle States
Association (education).

Dean Emeritus, Fletcher School of Law and Diplomacy at Tufts                     59
University; Director or Trustee of each of the investment companies of the
Seligman Group of Funds**; and Chairman Emeritus, American Council
on Germany. Formerly, Director, Raytheon Co. (defense and commercial
electronics); Governor of the Center for Creative Leadership; and Trustee,
Institute for Defense Analyses. From February 1995 until June 1997,
Director, USLIFE Corporation (life insurance). From June 1987 to June
1992, Supreme Allied Commander, NATO, and the Commander-in-Chief,
United States European Command.

Retired President and Chief Executive Officer, and former Director, Great        59
Western Financial Corporation (bank holding company) and its principal
subsidiary, Great Western Bank (a federal savings bank). Director or
Trustee of each of the investment companies of the Seligman Group of
Funds**. From 1989 to 1999, Director, Baker Hughes (energy products
and services).

Retired Chairman of the Board and Chief Executive Officer of Kerr-               59
McGee Corporation (diversified energy and chemical company); Director
or Trustee of each of the investment companies of the Seligman Group of
Funds**; and Director, DCP Midstream GP, LLP (natural gas processing
and transporting), Integris Health (owner of various hospitals), Oklahoma
Medical Research Foundation, Oklahoma Foundation for Excellence in
Education, National Cowboy and Western Heritage Museum, and
Oklahoma City Museum of Art. Formerly, Director, ConocoPhillips
(integrated international oil corporation), Kimberly-Clark Corporation
(consumer products), Oklahoma Chapter of the Nature Conservancy, Boys
and Girls Clubs of Oklahoma, Oklahoma City Public Schools Foundation,
Oklahoma City Chamber of Commerce and BOK Financial (bank holding
company). From 1990 until 1994, Director, the Federal Reserve System's
Kansas City Reserve Bank.

Attorney; Director or Trustee of each of the investment companies of the         59
Seligman Group of Funds**; and Trustee, The Geraldine R. Dodge
Foundation (charitable foundation) and Drew University (Madison, NJ).
Formerly, Chairman of the Board of Trustees of St. George's School
(Newport, RI) and Trustee, World Learning, Inc. (international educational
training) and Council of New Jersey Grantmakers.


                                      10








                           Term of Office
Name, (Age), Position(s)   and Length of             Principal Occupation(s) During Past 5 Years, Directorships
With Fund                  Time Served*                                and Other Information
- ------------------------   --------------  -------------------------------------------------------------------------------
                                     

Leroy C. Richie (66)          2000 to      Counsel, Lewis & Munday, P.C. (law firm); Director or Trustee of each of
Director                       Date        the investment companies of the Seligman Group of Funds**. Director,
                                           Vibration Control Technologies, LLC (auto vibration technology); Lead
                                           Outside Director, Digital Ally, Inc. (digital imaging) and Infinity, Inc. (oil
                                           and gas exploration and production); Director, OGE Energy Corp. (energy
                                           and energy services provider offering physical delivery and related services
                                           for both electricity and natural gas); Director and Chairman, Highland Park
                                           Michigan Economic Development Corp; and Chairman, Detroit Public
                                           Schools Foundation. Formerly, Chairman and Chief Executive Officer, Q
                                           Standards Worldwide, Inc. (library of technical standards); Director, Kerr-
                                           McGee Corporation (diversified energy and chemical company); Trustee,
                                           New York University Law Center Foundation; and Vice Chairman, Detroit
                                           Medical Center and Detroit Economic Growth Corp. From 1990 until
                                           1997, Vice President and General Counsel, Automotive Legal Affairs,
                                           Chrysler Corporation.

Robert L. Shafer (75)         1980 to      Ambassador and Permanent Observer of the Sovereign Military Order of
Director                       Date        Malta to the United Nations; and Director or Trustee of each of the
                                           investment companies of the Seligman Group of Funds**. Formerly, from
                                           May 1987 until June 1997, Director, USLIFE Corporation (life insurance)
                                           and from December 1973 until January 1996, Vice President, Pfizer Inc.
                                           (pharmaceuticals).

James N. Whitson (73)         1993 to      Retired Executive Vice President and Chief Operating Officer, Sammons
Director                       Date        Enterprises, Inc. (a diversified holding company); Director or Trustee of
                                           each of the investment companies of the Seligman Group of Funds**; and
                                           Director, CommScope, Inc. (manufacturer of telecommunications
                                           equipment). Formerly, Director and Consultant, Sammons Enterprises,
                                           Inc.; and Director, C-SPAN (cable television networks).


William C. Morris*** (69)     1988 to      Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman
Director and Chairman of       Date        of the Board and Director or Trustee of each of the investment companies
the Board                                  of the Seligman Group of Funds**; Chairman and Director, Seligman
                                           Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics Inc.
                                           (manufacturer of ceramic proppants for oil and gas industry); Director,
                                           Seligman Data Corp.; and President and Chief Executive Officer, The
                                           Metropolitan Opera Association. Formerly, Director, Kerr-McGee
                                           Corporation (diversified energy and chemical company); and Chief
                                           Executive Officer of each of the investment companies of the Seligman
                                           Group of Funds.

Brian T. Zino*** (55)        CEO: 2002     Director and President, J. & W. Seligman & Co. Incorporated; President,
Director, Chief Executive  to Date Dir.:   Chief Executive Officer and Director or Trustee of each of the investment
Officer and President         1993 to      companies of the Seligman Group of Funds**; Director, Seligman
                            Date Pres.:    Advisors, Inc. and Seligman Services, Inc.; Chairman, Seligman Data
                              1995 to      Corp. and a member of the Board of Governors of the Investment
                               Date        Company Institute. Formerly, Director and Chairman, ICI Mutual
                                           Insurance Company.

John B. Cunningham (43)       2004 to      In addition to his duties with the Fund, he is Managing Director and Chief
Vice President and             Date        Investment Officer, J. &W. Seligman & Co. Incorporated; Vice President
Portfolio Manager                          and Portfolio Manager of Tri-Continental Corporation (a closed-end
                                           investment company) and Seligman Income and Growth Fund, Inc.; Vice
                                           President of Seligman Portfolios, Inc. and Portfolio Manager of its
                                           Common Stock Portfolio; and Vice President and Co-Portfolio Manager of
                                           Seligman TargetHorizon ETF Portfolios, Inc. He joined Seligman in 2004.
                                           Formerly, Managing Director and Senior Portfolio Manager of Salomon
                                           Brothers Asset Management ("SBAM") and Group Head, SBAM and
                                           Equity Team.

Erik J. Voss (40)             October      Managing Director, J. & W. Seligman & Co. Incorporated; Vice President
Vice President and            2006 to      and Portfolio Manager, Seligman Capital Fund, Inc. and Seligman Growth
Co-Portfolio Manager           Date        Fund, Inc., Vice President and Co-Portfolio Manager, Seligman Income
                                           and Growth Fund, Inc. and Tri-Continental Corporation; Vice President of
                                           Seligman Portfolios, Inc. and Portfolio Manager of its Seligman Capital
                                           Portfolio and Co-Portfolio Manager of its Seligman Common Stock
                                           Portfolio; and portfolio manager of one other registered investment
                                           company. Formerly, portfolio manager, Wells Capital Management
                                           Incorporated from January 2005 through March 2006, and prior thereto,
                                           Strong Capital Management, Inc. from October 2000 through January
                                           2005.



                                                                                 Number of
                                                                                Portfolios in
                                                                                    Fund
                                                                                  Complex
          Principal Occupation(s) During Past 5 Years, Directorships              Overseen
                            and Other Information                               by Director
- ------------------------------------------------------------------------------- -------------
                                                                             
               INDEPENDENT DIRECTORS...........................................................
Counsel, Lewis & Munday, P.C. (law firm); Director or Trustee of each of            59
the investment companies of the Seligman Group of Funds**. Director,
Vibration Control Technologies, LLC (auto vibration technology); Lead
Outside Director, Digital Ally, Inc. (digital imaging) and Infinity, Inc. (oil
and gas exploration and production); Director, OGE Energy Corp. (energy
and energy services provider offering physical delivery and related services
for both electricity and natural gas); Director and Chairman, Highland Park
Michigan Economic Development Corp; and Chairman, Detroit Public
Schools Foundation. Formerly, Chairman and Chief Executive Officer, Q
Standards Worldwide, Inc. (library of technical standards); Director, Kerr-
McGee Corporation (diversified energy and chemical company); Trustee,
New York University Law Center Foundation; and Vice Chairman, Detroit
Medical Center and Detroit Economic Growth Corp. From 1990 until
1997, Vice President and General Counsel, Automotive Legal Affairs,
Chrysler Corporation.

Ambassador and Permanent Observer of the Sovereign Military Order of                59
Malta to the United Nations; and Director or Trustee of each of the
investment companies of the Seligman Group of Funds**. Formerly, from
May 1987 until June 1997, Director, USLIFE Corporation (life insurance)
and from December 1973 until January 1996, Vice President, Pfizer Inc.
(pharmaceuticals).

Retired Executive Vice President and Chief Operating Officer, Sammons               59
Enterprises, Inc. (a diversified holding company); Director or Trustee of
each of the investment companies of the Seligman Group of Funds**; and
Director, CommScope, Inc. (manufacturer of telecommunications
equipment). Formerly, Director and Consultant, Sammons Enterprises,
Inc.; and Director, C-SPAN (cable television networks).

    INTERESTED DIRECTORS AND PRINCIPAL OFFICERS................................................
Chairman and Director, J. & W. Seligman & Co. Incorporated; Chairman                59
of the Board and Director or Trustee of each of the investment companies
of the Seligman Group of Funds**; Chairman and Director, Seligman
Advisors, Inc., Seligman Services, Inc. and Carbo Ceramics Inc.
(manufacturer of ceramic proppants for oil and gas industry); Director,
Seligman Data Corp.; and President and Chief Executive Officer, The
Metropolitan Opera Association. Formerly, Director, Kerr-McGee
Corporation (diversified energy and chemical company); and Chief
Executive Officer of each of the investment companies of the Seligman
Group of Funds.

Director and President, J. & W. Seligman & Co. Incorporated; President,             59
Chief Executive Officer and Director or Trustee of each of the investment
companies of the Seligman Group of Funds**; Director, Seligman
Advisors, Inc. and Seligman Services, Inc.; Chairman, Seligman Data
Corp. and a member of the Board of Governors of the Investment
Company Institute. Formerly, Director and Chairman, ICI Mutual
Insurance Company.

In addition to his duties with the Fund, he is Managing Director and Chief          N/A
Investment Officer, J. &W. Seligman & Co. Incorporated; Vice President
and Portfolio Manager of Tri-Continental Corporation (a closed-end
investment company) and Seligman Income and Growth Fund, Inc.; Vice
President of Seligman Portfolios, Inc. and Portfolio Manager of its
Common Stock Portfolio; and Vice President and Co-Portfolio Manager of
Seligman TargetHorizon ETF Portfolios, Inc. He joined Seligman in 2004.
Formerly, Managing Director and Senior Portfolio Manager of Salomon
Brothers Asset Management ("SBAM") and Group Head, SBAM and
Equity Team.

Managing Director, J. & W. Seligman & Co. Incorporated; Vice President              N/A
and Portfolio Manager, Seligman Capital Fund, Inc. and Seligman Growth
Fund, Inc., Vice President and Co-Portfolio Manager, Seligman Income
and Growth Fund, Inc. and Tri-Continental Corporation; Vice President of
Seligman Portfolios, Inc. and Portfolio Manager of its Seligman Capital
Portfolio and Co-Portfolio Manager of its Seligman Common Stock
Portfolio; and portfolio manager of one other registered investment
company. Formerly, portfolio manager, Wells Capital Management
Incorporated from January 2005 through March 2006, and prior thereto,
Strong Capital Management, Inc. from October 2000 through January
2005.


                                      11








                            Term of Office
Name, (Age), Position(s)    and Length of          Principal Occupation(s) During Past 5 Years, Directorships
With Fund                   Time Served*                              and Other Information
- ------------------------    --------------  --------------------------------------------------------------------------
                                      
Eleanor T.M. Hoagland (56)    2004 to       Managing Director, J. & W. Seligman & Co. Incorporated; and Vice
Vice President and Chief        Date        President and Chief Compliance Officer for each of the investment
Compliance Officer                          companies of the Seligman Group of Funds**.

Thomas G. Rose (50)           2000 to       Managing Director, Chief Financial Officer and Treasurer, J. & W.
Vice President                  Date        Seligman & Co. Incorporated; Senior Vice President, Finance, Seligman
                                            Advisors, Inc. and Seligman Data Corp.; and Vice President of each of the
                                            investment companies of the Seligman Group of Funds**, Seligman
                                            Services, Inc. and Seligman International, Inc.

Lawrence P. Vogel (51)       V.P.: 1992     Senior Vice President and Treasurer, Investment Companies, J. & W.
Vice President and            to Date       Seligman & Co. Incorporated; Vice President and Treasurer of each of the
Treasurer                   Treas.: 2000    investment companies of the Seligman Group of Funds**; and Treasurer,
                              to Date       Seligman Data Corp.



                                                                            Number of
                                                                           Portfolios in
                                                                               Fund
                                                                             Complex
       Principal Occupation(s) During Past 5 Years, Directorships            Overseen
                          and Other Information                            by Director
- -------------------------------------------------------------------------- -------------
                                                                        
Managing Director, J. & W. Seligman & Co. Incorporated; and Vice               N/A
President and Chief Compliance Officer for each of the investment
companies of the Seligman Group of Funds**.

Managing Director, Chief Financial Officer and Treasurer, J. & W.              N/A
Seligman & Co. Incorporated; Senior Vice President, Finance, Seligman
Advisors, Inc. and Seligman Data Corp.; and Vice President of each of the
investment companies of the Seligman Group of Funds**, Seligman
Services, Inc. and Seligman International, Inc.

Senior Vice President and Treasurer, Investment Companies, J. & W.             N/A
Seligman & Co. Incorporated; Vice President and Treasurer of each of the
investment companies of the Seligman Group of Funds**; and Treasurer,
Seligman Data Corp.


                                      12








                          Term of Office
Name, (Age), Position(s)  and Length of          Principal Occupation(s) During Past 5 Years, Directorships
With Fund                 Time Served*                             and Other Information
- ------------------------  --------------  -------------------------------------------------------------------------
                                    
                                         INTERESTED DIRECTORS AND PRINCIPAL OFFICERS
  Frank J. Nasta (43)        1994 to      Director, Managing Director, General Counsel and Corporate Secretary, J.
  Secretary                   Date        & W. Seligman & Co. Incorporated; Secretary of each of the investment
                                          companies of the Seligman Group of Funds**; Director and Corporate
                                          Secretary, Seligman Advisors, Inc. and Seligman Services, Inc.; and
                                          Corporate Secretary Seligman International, Inc. and Seligman Data Corp.



                                                                           Number of
                                                                          Portfolios in
                                                                              Fund
                                                                            Complex
       Principal Occupation(s) During Past 5 Years, Directorships           Overseen
                         and Other Information                            by Director
- ------------------------------------------------------------------------- -------------
                                                                       

Director, Managing Director, General Counsel and Corporate Secretary, J.      N/A
& W. Seligman & Co. Incorporated; Secretary of each of the investment
companies of the Seligman Group of Funds**; Director and Corporate
Secretary, Seligman Advisors, Inc. and Seligman Services, Inc.; and
Corporate Secretary Seligman International, Inc. and Seligman Data Corp.

- --------
*   Each Director serves for an indefinite term, until the election and
    qualification of a successor or until his or her earlier death, resignation
    or removal. Each officer is elected annually by the Board.
**  The Seligman Group of Funds currently consists of twenty-two registered
    investment companies, including the Fund.
*** Mr. Morris and Mr. Zino are considered "interested persons" of the Fund, as
    defined in the 1940 Act, by virtue of their positions with Seligman and its
    affiliates.
****Dr. Fonseca became a member of the Board of Directors on July 19, 2007.

The standing committees of the Board include the Board Operations Committee,
Audit Committee and Director Nominating Committee. These Committees are
comprised solely of Directors who are not "interested" persons of the Fund as
that term is defined in the 1940 Act. The duties of these Committees are
described below.

Board Operations Committee. This Committee has authority generally to direct
the operations of the Board, including the nomination of members of other Board
Committees and the selection of legal counsel for the Fund. The Committee met
six times during the year ended December 31, 2007. Members of the Committee are
Messrs. McPherson (Chairman), Galvin, Maher, Richie, Shafer and Whitson, and
Mses. Fonseca and Michel. In his capacity as Chairman of the Board Operations
Committee, Mr. McPherson performs duties similar to those of a "lead
independent director," as he chairs meetings of the independent Directors, and
acts as a point of contact between the independent Directors and Seligman
between board meetings in respect of general matters.

Audit Committee. This Committee recommends an independent registered public
accounting firm for selection as auditors by the Board annually. In addition,
the Committee assists the Board in its oversight of the Fund's financial
reporting process and operates pursuant to a written charter. The Committee met
twice during the year ended December 31, 2007. Members of the Committee are
Messrs. Whitson (Chairman), Galvin, Maher and Richie.

Director Nominating Committee. This Committee selects and nominates persons for
election as Directors by the Board. In addition, if a shareholder meeting is
held where Directors are to be elected, the Committee will select and nominate
persons for election as Directors at such shareholder meeting. The Committee
may consider and evaluate nominee candidates properly submitted by shareholders
if a vacancy among the Independent Directors of the Fund occurs and if, based
on the Board's then current size, composition and structure, the Committee
determines that the vacancy should be filled.

A shareholder or group of shareholders (referred to in either case as a
"Nominating Shareholder") that, individually or as a group, has beneficially
owned at least $10,000 of the Fund's shares for at least one year prior to the
date the Nominating Shareholder submits a candidate for nomination as a
director may submit one candidate to the Nominating Committee for consideration
at a special meeting or other meeting of shareholders at which directors will
be elected. Nominations will not be considered except in connection with such
meetings of shareholders. To be timely for consideration by the Nominating
Committee, the submission, including all required information, must be
submitted in writing via first class mail to the attention of the Secretary of
the Fund at 100 Park Avenue, New York, NY 10017 and received at such time as
may be determined by the Fund's Board of Directors in its reasonable
discretion. The Nominating Committee will consider only one candidate submitted
by a Nominating Shareholder for nomination for election. The Nominating
Committee will not consider self-nominated candidates or candidates nominated
by members of a candidate's family, including such candidate's spouse,
children, parents, uncles, aunts, grandparents, nieces and nephews.

The Nominating Committee will consider and evaluate candidates submitted by the
Nominating Shareholder on the basis of the same criteria as those used to
consider and evaluate candidates submitted from other sources. These

                                      13



criteria may include the candidate's relevant knowledge, experience and
expertise, the candidate's ability to carry out his or her duties in the best
interests of the Fund and the candidate's ability to qualify as a disinterested
director. The charter for the Nominating Committee, which provides a detailed
description of the criteria used by the Nominating Committee as well as
information required to be provided by shareholders submitting candidates for
consideration by the Nominating Committee, may be obtained by writing to the
Secretary of the Fund at the address above.

The Committee met twice during the year ended December 31, 2007. Members of the
Committee are Messrs. Shafer (Chairman) and McPherson, and Ms. Michel.

Beneficial Ownership of Shares

As of December 31, 2007, the Directors beneficially owned shares in the Fund
and the Seligman Group of Funds as follows:



                                                                              Aggregate Dollar Range of Shares
                                         Dollar Range of Fund Shares Owned    Owned by Director in the Seligman
Name                                                By Director                        Group of Funds
- ----                                   -------------------------------------  ---------------------------------
                                                                        
                                             INDEPENDENT DIRECTORS
Maureen Fonseca.......................                 None                              $1-$10,000
John R. Galvin........................              $1-$10,000                        $50,001-$100,000
John F. Maher.........................              $1-$10,000                         Over $100,000
Frank A. McPherson....................              $1-$10,000                         Over $100,000
Betsy S. Michel.......................            $10,001-$50,000                      Over $100,000
Leroy C. Richie.......................              $1-$10,000                         Over $100,000
Robert L. Shafer......................            $10,001-$50,000                      Over $100,000
James N. Whitson......................            $10,001-$50,000                      Over $100,000
                                             INTERESTED DIRECTORS
William C. Morris.....................            $10,001-$50,000                      Over $100,000
Brian T. Zino.........................            $10,001-$50,000                      Over $100,000


Compensation



                                                                        Total Compensation
                                   Aggregate    Pension or Retirement   from Fund and Fund
Name and                         Compensation  Benefits Accrued as Part  Complex Paid to
Position with Fund               from Fund (1)     of Fund Expenses      Directors (1)(2)
- ------------------               ------------- ------------------------ ------------------
                                                               
Maureen Fonseca, Director /(3)/.    $  587               N/A                 $ 43,565
John R. Galvin, Director........     1,265               N/A                  106,500
John F. Maher, Director/(4) /...     1,284               N/A                  105,000
Frank A. McPherson, Director....     1,278               N/A                  106,500
Betsy S. Michel, Director.......     1,332               N/A                  112,500
Leroy C. Richie, Director.......     1,338               N/A                  112,500
Robert L. Shafer, Director......     1,332               N/A                  112,500
James N. Whitson, Director......     1,265               N/A                  106,500

- --------
(1)For the Fund's year ended December 31, 2007.
(2)As of December 31, 2007, the Seligman Group of Funds consisted of
   twenty-three registered investment companies, including the Fund.
(3)Dr. Fonseca was appointed to the Board of Directors on July 19, 2007.
(4)Mr. Maher is deferring his fees.

No compensation is paid by the Fund to Directors or officers of the Fund who
are employees of Seligman.

The Fund has a deferred compensation plan under which independent directors may
elect to defer receiving their fees. A director who has elected deferral of his
or her fees may choose a rate of return equal to either (1) the interest rate
on short-term Treasury Bills, or (2) the rate of return on the shares of
certain of the investment companies advised by Seligman, as designated by the
director. The cost of such fees and earnings (when incurred) is included in
directors' fees and expenses, and the accumulated balance thereof is included
in other liabilities in the Fund's financial statements.

Mr. Maher is currently deferring compensation pursuant to the deferred
compensation plan. Mr. Maher has accrued deferred compensation (including
earnings/losses) in respect of the Fund in the amount of $1,268 as of
December 31, 2007.

                                      14



The Fund may, but is not obligated to, purchase shares of the other funds in
the Seligman Group of Funds to hedge its obligations in connection with the
Fund's deferred compensation plan.

Class A shares of the Funds may be issued without a sales charge to present and
former directors or trustees (and their family members) of the Funds. Class A
shares may be sold at net asset value to these persons since such sales require
less sales effort and lower sales-related expenses as compared with sales to
the general public.

Code of Ethics

Seligman, Seligman Advisors, their subsidiaries and affiliates, and the
Seligman Group of Funds have adopted a Code of Ethics that sets forth the
circumstances under which officers, directors and employees (collectively,
"Employees") are permitted to engage in personal securities transactions. The
Code of Ethics proscribes certain practices with regard to personal securities
transactions and personal dealings, provides a framework for the reporting and
monitoring of personal securities transactions by Seligman's Chief Compliance
Officer, and sets forth a procedure of identifying, for disciplinary action,
those individuals who violate the Code of Ethics. The Code of Ethics prohibits
Employees (including all investment team members) from purchasing or selling
any security or an equivalent security that is being purchased or sold by any
client, or where the Employee intends, or knows of another's intention, to
purchase or sell a security on behalf of a client. The Code also prohibits all
Employees from acquiring securities in a private placement or in an initial or
secondary public offering, unless prior approval has been obtained from
Seligman's Chief Compliance Officer.

The Code of Ethics prohibits (1) each portfolio manager or member of an
investment team from purchasing or selling any security within seven calendar
days either before or after the purchase or sale of the security by a client's
account (including investment company accounts) that the portfolio manager or
investment team manages; (2) each Employee from profiting from short-term
trading (a profitable purchase and sale or vice-versa within 60 days); and
(3) each member of an investment team from profiting from short sales of a
security if, at that time, any client managed by that team has a long position
in that security. Any profit realized pursuant to any of these prohibitions
must be disgorged to a charitable organization.

Employees are required, except under very limited circumstances, to engage in
personal securities transactions through a broker/dealer designated by
Seligman. All transactions by Employees in non-exempt securities must be
pre-cleared by Seligman's compliance system. This system is designed to prevent
transactions in securities that would conflict with the interests of clients.
All Employees are also required to disclose all securities beneficially owned
by them upon commencement of employment and at the end of each calendar year.

A copy of the Code of Ethics is on public file with, and is available upon
request from, the SEC. You can access it through the SEC's Internet site,
www.sec.gov.

Proxy Voting Policies

Introduction. On behalf of the Fund, one or more independent third parties
under the supervision of Seligman votes the proxies of the securities held in
the Fund's portfolio in accordance with Seligman's criteria of what is in the
best interests of the Fund's shareholders.

The financial interest of the shareholders of the Fund is the primary
consideration in determining how proxies should be voted. Seligman has a
responsibility to analyze proxy issues and to ensure that voting is
accomplished in a way consistent with those financial interests. In the case of
social and political responsibility issues which do not involve financial
considerations, it is not possible to fairly represent the diverse views of the
Fund's shareholders. As a result, Seligman's policy generally is to abstain
from voting on these issues. Notwithstanding the above, proposals seeking
disclosure of certain matters relating to social and political issues may be
supported if such disclosure is not deemed to be unduly burdensome.

The Proxy Voting Process. Proxies for securities held in the portfolios of the
Fund will be received, processed and voted by one or more independent third
parties under the supervision of Seligman pursuant to the guidelines (the
"Guidelines") established by Seligman's Proxy Voting Committee (the
"Committee"). A description of the Guidelines can be found below.

The Committee was established to set Seligman's policy and Guidelines, to
consider new corporate governance issues as they arise, to assist in
determining how Seligman will respond to such issues and to provide oversight
of the proxy voting process. The Committee currently consists of Seligman's
Chief Investment Officer (Chair), Seligman's Chief Financial Officer and
Seligman's General Counsel.

                                      15



Seligman subscribes to a service offered by an independent third party that
provides research on proposals to be acted upon at shareholder meetings and
assistance in the tracking, voting and recordkeeping of proxies.

Conflicts of Interests. Seligman's Chief Compliance Officer maintains a Proxy
Watch List, which contains the names of those companies that may present the
potential for conflict in the voting process with Seligman, Seligman Advisors
or any Seligman affiliate. For example, the Proxy Watch List will include those
portfolio companies for which Seligman separately manages assets in private
accounts or which are significant distributors of Seligman's products and
services. As described below, proxy voting for these companies will be subject
to a higher level of consideration.

Deviations from Guidelines and Special Situations. Seligman recognizes that it
may not always be in the best interest of the shareholders of the Fund to vote
in accordance with the Guidelines on a particular issue. In such circumstances,
Seligman may deviate from the Guidelines. A member of the Committee must
approve any deviation from the Guidelines. Furthermore, a majority of the
Committee's members must approve any deviation from the Guidelines for issuers
included on the Proxy Watch List.

Similarly, one member of the Committee must approve the voting decision for
proposals of a unique nature requiring a case-by-case analysis. A majority of
the Committee must approve the voting decision for such proposals if the issuer
is included on the Proxy Watch List. Seligman may consider the views of the
management of a portfolio company, as well as the view of Seligman's investment
professionals, when analyzing potential deviations from the Guidelines and for
those proposals requiring a case-by-case evaluation.

Guidelines Summary. The Guidelines are briefly described as follows:

   1. Seligman votes with the recommendations of a company's board of directors
on general corporate governance issues such as changing the company's name,
ratifying the appointment of auditors and procedural matters relating to
shareholder meetings.

   2. Seligman opposes, and supports the elimination of, anti-takeover
proposals, including those relating to classified Boards, supermajority votes,
poison pills, issuance of blank check preferred and establishment of classes
with disparate voting rights.

   3. Seligman abstains from voting on issues relating to social and/or
political responsibility, except for matters relating to disclosure issues if
not deemed unduly burdensome for the company (e.g., political contributions).

   4. Seligman votes for stock option plans, increases in the number of shares
under existing stock option plans and other amendments to the terms of such
plans; provided that the overall dilution of all active stock option plans and
stock purchase plans does not exceed 10% on a fully diluted basis and are
otherwise considered to align the interest of the company with those of
shareholders (e.g., all such plans must specifically prohibit repricing).

   5. Seligman generally votes with the recommendations of a company's board of
directors on other matters relating to executive compensation, unless
considered excessive.

   6. Seligman will withhold voting for the entire board of directors (or
individual directors as the case may be) if: (a) less than 75% of the board is
independent; (b) the board has a nominating or compensation committee of which
less than 75% of its members are independent; (c) the board has recommended
shareholders vote for an anti-takeover device which Seligman votes against; or
(d) the board has recommended a matter relating to a stock option plan or stock
purchase plan which Seligman votes against.

   7. Seligman will vote for proposals relating to the authorization of
additional common stock up to 5 times that currently outstanding.

   8. Seligman will vote for proposals to effect stock splits.

   9. Seligman will vote for proposals authorizing share repurchase programs.

   10. Seligman will vote against authorization to transact unidentified
business at the meeting.

                                      16



   11. Acquisitions, mergers, reorganizations, reincorporations and other
similar transactions will be voted on a case-by-case basis.

   12. Proposals to amend a company's charter or by-laws (other than as
identified above) will be voted on a case-by-case basis.

   13. Seligman will vote against all proposals where the company did not
provide adequate information to make a decision.

   14. Seligman abstains from voting shares which have recently been sold or
for which information was not received on a timely basis.

Information regarding how the Fund voted proxies relating to portfolio
securities during the most recent 12-month period ended June 30, is available
(i) without charge upon request by calling toll free (800) 221-2450 in the US
or collect (212) 682-7600 outside the US and (ii) on the SEC's website at
www.sec.gov. Information for each new 12-month period ending June 30 will be
available no later than August 31 of that year.

              Control Persons and Principal Holders of Securities

Control Persons

As of April 2, 2008, there was no person or persons who controlled the Fund,
either through a significant ownership of shares or any other means of control.

Principal Holders

As of April 2, 2008, 14.26% of the Fund's Class B shares of capital stock then
outstanding, 27.55% of the Fund's Class D shares of capital stock then
outstanding and 95.29% of the Fund's Class R shares of capital stock then
outstanding were registered in the name of Merrill Lynch, Pierce, Fenner &
Smith Incorporated FBO Customers, Attn. Fund Administration, 4800 Deer Lake
Drive East, Jacksonville, FL 32246; 8.55% of the Fund's Class C shares of
capital stock then outstanding was registered in the name of Citigroup Global
House Account, 333 West 34th Street, New York, NY 10002 and, 26.21% and 6.40%
of the Fund's Class I shares of capital stock then outstanding were registered
in the names of Patterson & Co. for the J. & W. Seligman & Co. Incorporated
Matched Accumulation Plan, Attn: Pension Plan Services, 100 Park Avenue, New
York, NY 10017 and Patterson & Co. for the Seligman Data Corp 401K/Thrift Plan,
Attn: Pension Plan Services, 100 Park Avenue, New York, NY 10017, respectively.
In addition, 38.75%, 13.45%, 7.12% and 5.25% of the Fund's Class I shares of
capital stock then outstanding was registered in the name of State Street
Bank & Trust Co., FBO Customers, North Carolina College Savings, 105 Rosemont
Avenue, Westwood, MA 02090, respectively. As of the same date, there were no
principal holders who owned 5% or more of Class A shares of the then
outstanding shares of capital stock of the Fund.

Management Ownership

As of April 2, 2008, Directors and officers of the Fund as a group owned less
than 1% of the Fund's Class A shares of the then outstanding shares of capital
stock of the Fund. As of the same date, Directors and officers of the Fund did
not own any shares of the Fund's Class B shares, Class C shares, Class D shares
or Class R shares.

As of April 2, 2008, Directors and officers of the Fund as a group owned 5.75%
of the Fund's Class I shares of the then outstanding shares of capital stock of
the Fund.

                    Investment Advisory and Other Services

Investment Manager

Subject to the control of the Fund's Board of Directors, Seligman manages the
investment of the assets of the Fund and administers its business and other
affairs pursuant to a management agreement approved by the Board of Directors
and the initial shareholders of the Fund (the "Management Agreement"). As of
the date of this SAI, Seligman also served as investment manager to twenty-one
other US registered investment companies which,

                                      17



together with the Fund, make up the "Seligman Group of Funds." There are no
other management-related service contracts under which services are provided to
the Fund. No person or persons, other than the directors, officers or employees
of Seligman and the Fund, regularly advise the Fund or Seligman with respect to
the Fund's investments.

Seligman is a successor firm to an investment banking business founded in 1864
which has thereafter provided investment services to individuals, families,
institutions, and corporations. Mr. William C. Morris, Chairman and Director of
Seligman and Chairman of the Board of Directors and Director of the Fund, owns
a majority of the outstanding voting securities of Seligman and is a
controlling person of Seligman.

All of the officers of the Fund listed above are officers or employees of
Seligman. Their affiliations with the Fund and with Seligman are provided under
their principal business occupations.

The Fund pays Seligman a management fee for its services, calculated daily and
payable monthly. The management fee is equal to 0.65% per annum of the Fund's
average daily net assets on the first $1 billion of net assets, 0.60% per annum
of the Fund's average daily net assets on the next $1 billion of net assets and
0.55% per annum of the Fund's average daily net assets in excess of $2 billion.
For the year ended December 31, 2007, the Fund paid Seligman $1,571,225, equal
to 0.65% per annum of its average daily net assets. For the year ended
December 31, 2006, the Fund paid Seligman $1,606,416, equal to 0.65% per annum
of its average daily net assets. For the year ended December 31, 2005, the Fund
paid Seligman $1,787,774, equal to 0.65% per annum of its average daily net
assets. The Fund pays all of its expenses other than those assumed by Seligman,
including administration, shareholder services and distribution fees, fees and
expenses of independent attorneys and auditors, taxes and governmental fees,
including fees and expenses of qualifying the Fund and its shares under federal
and state securities laws, and expenses of repurchase or redemption of shares,
expenses of printing and distributing reports, notices and proxy materials to
shareholders, expenses of printing and filing reports and other documents with
governmental agencies, expenses of shareholders' meetings, expenses of
corporate data processing and related services, shareholder record keeping and
shareholder account services, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of directors of the Fund not employed by or serving as a Director of
Seligman or its affiliates, insurance premiums, interest on borrowings, and
extraordinary expenses such as litigation expenses.

The Management Agreement provides that Seligman will not be liable to the Fund
for any error of judgment or mistake of law, or for any loss arising out of any
investment, or for any act or omission in performing its duties under the
Management Agreement, except for willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations and duties under the
Management Agreement.

The Management Agreement was initially approved by the Board of Directors at a
Meeting held on September 30, 1988 and by the shareholders at a special meeting
held on December 16, 1988. Amendments to the Management Agreement, effective
April 10, 1991, to increase the fee rate payable to Seligman by the Fund, were
approved by the Fund's Board of Directors on January 17, 1991 and by the
shareholders at a special meeting held on April 10, 1991. The amendments to the
Management Agreement, effective January 1, 1996, to increase the fee rate
payable to Seligman by the Fund were approved by the Fund's Board of Directors
on September 21, 1995 and by the shareholders at a special meeting on
December 12, 1995. The Management Agreement will continue in effect until
December 31 of each year if (1) such continuance is approved in the manner
required by the 1940 Act (i.e., by a vote of a majority of the Board of
Directors or of the outstanding voting securities of the Fund and by a vote of
a majority of the Directors who are not parties to the Management Agreement or
interested persons of any such party) and (2) Seligman shall not have notified
the Fund at least 60 days prior to December 31 of any year that it does not
desire such continuance. The Management Agreement may be terminated by the
Fund, without penalty, on 60 days' written notice to Seligman and will
terminate automatically in the event of its assignment. The Fund has agreed to
change its name upon termination of the Management Agreement if continued use
of the name would cause confusion in the context of Seligman's business.

Principal Underwriter

Seligman Advisors (an affiliate of Seligman), located at 100 Park Avenue, New
York, New York 10017, acts as general distributor of the shares of the Fund and
of each of the other mutual funds in the Seligman Group. Seligman Advisors is
an "affiliated person" (as defined in the 1940 Act) of Seligman, which is
itself an affiliated person of the Fund. Those individuals identified above
under "Management Information" as directors or officers of both the Fund and
Seligman Advisors are affiliated persons of both entities.

                                      18



Services Provided by the Investment Manager

Under the Management Agreement, dated December 29, 1988, as amended April 10,
1991 and January 1, 1996, subject to the control of the Fund's Board of
Directors, Seligman manages the investment of the assets of the Fund, including
making purchases and sales of portfolio securities consistent with the Fund's
investment objectives and policies, and administers its business and other
affairs. Seligman provides the Fund with such office space, administrative and
other services and executive and other personnel as are necessary for Fund
operations. Seligman pays all of the compensation of directors of the Fund who
are employees or consultants of Seligman and of the officers and employees of
the Fund. Seligman also provides senior management for Seligman Data Corp.
("SDC"), the Fund's shareholder service agent.

Service Agreements

There are no other management-related service contracts under which services
are provided to the Fund.

Other Investment Advice

No person or persons, other than directors, officers, or employees of Seligman,
regularly advise the Fund or Seligman with respect to the Fund's investments.

Dealer Reallowances

Dealers and financial advisors receive a percentage of the initial sales charge
on sales of Class A shares of the Fund, as set forth below:

Class A shares:



                                                            Regular Dealer
                            Sales Charge     Sales Charge    Reallowance
                              as a % of      as a % of Net    as a % of
     Amount of Purchase   Offering Price(1) Amount Invested Offering Price
     ------------------   ----------------- --------------- --------------
                                                   
     Less than $50,000...       5.75%            6.10%           5.00%
     $50,000 - $99,999...       4.50             4.71            4.00
     $100,000 - $249,999.       3.50             3.63            3.00
     $250,000 - $499,999.       2.50             2.56            2.25
     $500,000 - $999,999.       2.00             2.04            1.75
     $1,000,000 and over.          0                0               0

- --------
(1)"Offering Price" is the amount that you actually pay for Fund shares; it
   includes the initial sales charge.

Seligman Services, Inc. ("Seligman Services"), an affiliate of Seligman, is a
limited purpose broker/dealer. Prior to January 1, 2006, Seligman Services
received commissions from certain sales of Fund shares. Accordingly, for the
year ended December 31, 2005, Seligman Services received commissions in the
amount of $3,704.

Rule 12b-1 Plan

The Fund has adopted an Administration, Shareholder Services and Distribution
Plan ("12b-1 Plan") in accordance with Section 12(b) of the 1940 Act and Rule
12b-1 thereunder.

Under the 12b-1 Plan, the Fund may pay to Seligman Advisors an administration,
shareholder services and distribution fee in respect of the Fund's Class A,
Class B, Class C, Class D shares and Class R shares. (Effective on the close of
business on May 16, 2008, the Fund's Class D shares will be combined with Class
C shares, and Class D shares will no longer be available. After Class D shares
are combined with Class C shares, all former Class D shareholders will be
subject to the Fund's Rule 12b-1 Plan in respect of Class C shares, which is
identical in its terms to Class D shares. There is no administration,
shareholder services and distribution fee in respect of the Fund's Class I
shares.) Payments under the 12b-1 Plan may include, but are not limited to:
(1) compensation to securities dealers and other organizations ("Service
Organizations") for providing distribution assistance with respect to assets
invested in the Fund; (2) compensation to Service Organizations for providing
administration, accounting and other shareholder services with respect to Fund
shareholders; and (3) otherwise promoting the sale of shares of the Fund,
including paying for the preparation of advertising and sales literature and
the printing and distribution of such

                                      19



promotional materials and prospectuses to prospective investors and defraying
Seligman Advisors' costs incurred in connection with its marketing efforts with
respect to shares of the Fund. Seligman, in its sole discretion, may also make
similar payments to Seligman Advisors from its own resources, which may include
the management fee that Seligman receives from the Fund. Payments made by the
Fund under the 12b-1 Plan are intended to be used to encourage sales of shares
of the Fund, as well as to discourage redemptions.

Fees paid by the Fund under the 12b-1 Plan with respect to any class of shares
may not be used to pay expenses incurred solely in respect of any other class
or any other Seligman fund. Expenses attributable to more than one class of the
Fund are allocated between the classes in accordance with a methodology
approved by the Fund's Board of Directors. Expenses of distribution activities
that benefit both the Fund and other Seligman funds will be allocated among the
applicable funds based on relative gross sales during the quarter in which such
expenses are incurred, in accordance with a methodology approved by the Fund's
Board of Directors.

Class A

Under the 12b-1 Plan, the Fund, with respect to Class A shares, is authorized
to pay monthly to Seligman Advisors a service fee at an annual rate of up to
0.25% of the average daily net asset value of the Class A shares. This fee is
used by Seligman Advisors exclusively to make payments to Service Organizations
which have entered into agreements with Seligman Advisors. Such Service
Organizations receive from Seligman Advisors a continuing fee of up to 0.25% on
an annual basis, payable quarterly, of the average daily net assets of Class A
shares attributable to the particular Service Organization for providing
personal service and/or maintenance of shareholder accounts. The fee payable to
Service Organizations from time to time shall, within such limits, be
determined by the Directors of the Fund. The Fund is not obligated to pay
Seligman Advisors for any such costs it incurs in excess of the fee described
above. No expense incurred in one year by Seligman Advisors with respect to
Class A shares of the Fund may be paid from Class A 12b-1 fees received from
the Fund in any other year. If the Fund's 12b-1 Plan is terminated in respect
of Class A shares, no amounts (other than amounts accrued but not yet paid)
would be owed by the Fund to Seligman Advisors with respect to Class A shares.
The total amount paid by the Fund to Seligman Advisors in respect of Class A
shares for the year ended December 31, 2007 was $520,298, equivalent to
0.25% per annum of the Class A shares' average daily net assets.

Class B

Under the 12b-1 Plan, the Fund, with respect to Class B shares, is authorized
to pay monthly a 12b-1 fee at an annual rate of up to 1% of the average daily
net asset value of the Class B shares. This fee is comprised of (1) a
distribution fee equal to 0.75% per annum, substantially all of which is paid
directly to one or more third parties that have purchased Seligman Advisor's
rights to this fee (the "Purchasers") to compensate them for having funded, at
the time of sale of Class B shares (i) a 4% sales commission to Service
Organizations and (ii) prior to August 1, 2004, a payment of up to 0.35% of
sales to Seligman Advisors to help defray its costs of distributing Class B
shares; and (2) a service fee of up to 0.25% per annum which is paid to
Seligman Advisors. A small portion of the distribution fee is paid to Seligman
Advisors in connection with sales of Class B shares for which no commissions
are paid; Seligman Advisors may pay the entire 12b-1 fee to Service
Organizations who have not received any sales commission for the sale of Class
B shares. The service fee is used by Seligman Advisors exclusively to make
payments to Service Organizations which have entered into agreements with
Seligman Advisors. Such Service Organizations receive from Seligman Advisors a
continuing service fee of up to 0.25% on an annual basis, payable quarterly, of
the average daily net assets of Class B shares attributable to the particular
Service Organization for providing personal service and/or maintenance of
shareholder accounts. The amounts expended by Seligman Advisors or the
Purchasers in any one year upon the initial purchase of Class B shares of the
Fund may exceed the 12b-1 fees paid by the Fund in that year. The Fund's 12b-1
Plan permits expenses incurred in respect of Class B shares in one year to be
paid from Class B 12b-1 fees received from the Fund in any other year; however,
in any fiscal year the Fund is not obligated to pay any 12b-1 fees in excess of
the fees described above. Seligman Advisors and the Purchasers are not
reimbursed for expenses which exceed such fees. If the Fund's 12b-1 Plan is
terminated in respect of Class B shares, no amounts (other than amounts accrued
but not yet paid) would be owed by the Fund to Seligman Advisors or the
Purchasers with respect to Class B shares. The total amount paid by the Fund in
respect of Class B shares for the year ended December 31, 2007 was $49,919,
equivalent to 1% per annum of the Class B shares' average daily net assets.

Class C

Under the 12b-1 Plan, the Fund, with respect to Class C shares, is authorized
to pay monthly to Seligman Advisors a 12b-1 fee at an annual rate of up to 1%
of the average daily net asset value of the Class C shares. This fee is used by

                                      20



Seligman Advisors as follows: During the first year following the sale of Class
C shares, a distribution fee of 0.75% of the average daily net assets
attributable to such Class C shares is used, along with any contingent deferred
sales charge ("CDSC") proceeds, to (1) reimburse Seligman Advisors for its
(A) payment at the time of sale of Class C shares of a 0.75% sales commission
to Service Organizations or (B) ongoing payment of 0.75% of the average daily
net assets attributable to such Class C shares to Service Organizations who
elect not to receive a time of sale payment and (2) pay for other distribution
expenses, including paying for the preparation of advertising and sales
literature and the printing and distribution of such promotional materials and
prospectuses to prospective investors and other marketing costs of Seligman
Advisors. In addition, during the first year following the sale of Class C
shares, a service fee of up to 0.25% of the average daily net assets
attributable to such Class C shares is used to reimburse Seligman Advisors for
its prepayment to Service Organizations at the time of sale of Class C shares
of a service fee of 0.25% of the net asset value of the Class C share sold (for
shareholder services to be provided to Class C shareholders over the course of
the one year immediately following the sale) and for its ongoing payment of a
service fee of 0.25% of the average daily net assets attributable to such Class
C shares to those Service Organizations who elect not to receive a time of sale
payment. The payment of service fees to Seligman Advisors is limited to amounts
Seligman Advisors actually paid to Service Organizations as service fees at
either the time of sale or the ongoing service fees paid to Service
Organizations who elect not to receive such service fees at the time of sale.
After the initial one-year period following a sale of Class C shares, the 12b-1
fee attributable to such Class C shares is paid to Service Organizations for
providing continuing shareholder services and distribution assistance in
respect of the Fund. The total amount paid by the Fund to Seligman Advisors in
respect of Class C shares for the year ended December 31, 2007 was $41,212,
equivalent to 1% per annum of the Class C shares' average daily net assets.

The amounts expended by Seligman Advisors in any one year with respect to Class
C shares of the Fund may exceed the 12b-1 fees paid by the Fund in that year.
The Fund's 12b-1 Plan permits expenses incurred by Seligman Advisors in respect
of Class C shares in one year to be paid from Class C 12b-1 fees in any other
year; however, in any year the Fund is not obligated to pay any 12b-1 fees in
excess of the fees described above.

As of December 31, 2007, Seligman Advisors incurred $343,283 of expenses in
respect of the Fund's Class C shares that were not reimbursed from the amount
received from the Fund's 12b-1 Plan. This amount is equal to 10.06% of the net
assets of Class C shares at December 31, 2007.

If the Fund's 12b-1 Plan is terminated in respect of Class C shares of the
Fund, no amounts (other than amounts accrued but not yet paid) would be owed by
the Fund to Seligman Advisors with respect to Class C shares.

Class D (NOT AVAILABLE AFTER MAY 16, 2008)

Effective at the close of business (4:00 p.m. EST) on May 16, 2008, the Fund's
Class D shares will be combined with Class C shares, and Class D shares will no
longer be available. After Class D shares are combined with Class C shares, all
former Class D shareholders will be subject to the Fund's Rule 12b-1 plan in
respect of Class C shares (as described immediately above), which is identical
in its terms to Class D shares. Accordingly, the description of the Fund's
12b-1 Plan in respect of Class D shares will not be relevant after May 16, 2008.

Under the 12b-1 Plan, the Fund, with respect to Class D shares, is authorized
to pay monthly to Seligman Advisors a 12b-1 fee at an annual rate of up to 1%
of the average daily net asset value of the Class D shares. This fee is used by
Seligman Advisors as follows: During the first year following the sale of Class
D shares, a distribution fee of 0.75% of the average daily net assets
attributable to such Class D shares is used, along with any CDSC proceeds, to
(1) reimburse Seligman Advisors for its (A) payment at the time of sale of
Class D shares of a 0.75% sales commission to Service Organizations or
(B) ongoing payment of 0.75% of the average daily net assets attributable to
such Class D shares to Service Organizations who elect not to receive a
time-of-sale payment and (2) pay for other distribution expenses, including
paying for the preparation of advertising and sales literature and the printing
and distribution of such promotional materials and prospectuses to prospective
investors and other marketing costs of Seligman Advisors. In addition, during
the first year following the sale of Class D shares, a service fee of up to
0.25% of the average daily net assets attributable to such Class D shares is
used to reimburse Seligman Advisors for its prepayment to Service Organizations
at the time of sale of Class D shares of a service fee of 0.25% of the net
asset value of the Class D shares sold (for shareholder services to be provided
to Class D shareholders over the course of the one year immediately following
the sale) and for its ongoing payment of a service fee of 0.25% of the average
daily net assets attributable to such Class D shares to those Service
Organizations who elect not to receive a time of sale payment. The payment of
service fees to Seligman Advisors is limited to amounts Seligman Advisors
actually paid to Service Organizations as service fees at either the time of
sale or the ongoing services fees paid to Service Organizations who elect not
to receive such service fees at the time of sale. After the initial one-year
period

                                      21



following a sale of Class D shares, the 12b-1 fee attributable to such Class D
shares is paid to Service Organizations for providing continuing shareholder
services and distribution assistance in respect of the Fund. The total amount
paid by the Fund to Seligman Advisors in respect of Class D shares for the year
ended December 31, 2007 was $130,771, equivalent to 1% per annum of the Class D
shares' average daily net assets.

The amounts expended by Seligman Advisors in any one year with respect to Class
D shares of the Fund may exceed the 12b-1 fees paid by the Fund in that year.
The Fund's 12b-1 Plan permits expenses incurred by Seligman Advisors in respect
of Class D shares in one year to be paid from Class D 12b-1 fees in any other
year; however, in any year the Fund is not obligated to pay any 12b-1 fees in
excess of the fees described above.

As of December 31, 2007, Seligman Advisors incurred $822,457 of unreimbursed
expenses in respect of the Fund's Class D shares that were not reimbursed from
the amount received from the Fund's 12b-1 Plan. This amount is equal to 7.35%
of the net assets of Class D shares at December 31, 2007.

If the Fund's 12b-1 Plan is terminated in respect of Class D shares of the
Fund, no amounts (other than amounts accrued but not yet paid) would be owed by
the Fund to Seligman Advisors with respect to Class D shares.

Class R

Under the 12b-1 Plan, the Fund, with respect to Class R shares, is authorized
to pay monthly to Seligman Advisors a 12b-1 fee at an annual rate of up to
0.50% of the average daily net asset value of the Class R shares. This 12b-1
fee is comprised of (1) a distribution fee equal to 0.25% of the average daily
net assets attributable to the Class R shares and (2) a service fee of up to
0.25% of the average daily net asset value of the Class R shares. The 12b-1 fee
is used by Seligman Advisors in one of two ways, depending on the payout option
chosen by Service Organizations. This fee is used by Seligman Advisors as
follows:

Option 1--Service Organization opts for time-of-sale payment. A distribution
fee of 0.25% of the average daily net assets attributable to such Class R
shares is used, along with any CDSC proceeds, to (1) reimburse Seligman
Advisors for its payment at the time of sale of Class R shares of a 0.75% sales
commission to the Service Organization, and (2) pay for other distribution
expenses, including paying for the preparation of advertising and sales
literature and the printing and distribution of such promotional materials and
prospectuses to prospective investors and other marketing costs of Seligman
Advisors. In addition, during the first year following the sale of Class R
shares, a service fee of up to 0.25% of the average daily net assets
attributable to such Class R shares is used to reimburse Seligman Advisors for
its prepayment to the Service Organization at the time of sale of Class R
shares of a service fee of 0.25% of the net asset value of the Class R shares
sold (for shareholder services to be provided to Class R shareholders over the
course of the one year immediately following the sale). After the initial
one-year period following a sale of Class R shares, the 0.25% servicing fee is
used to reimburse Seligman Advisors for its payments to the Service
Organization for providing continuing shareholder services. The payment of
service fees to Seligman Advisors is limited to amounts Seligman Advisors
actually paid to Service Organizations at the time of sale as service fees.

Option 2--Service Organization does not opt for time-of-sale payment. The
entire 12b-1 fee attributable to the sale of the Class R shares, along with any
CDSC proceeds, is used to (1) reimburse Seligman Advisors for its on-going
payment of the entire 12b-1 fees attributable to such Class R shares to the
Service Organization for providing continuing shareholder services and
distribution assistance in respect of the Fund and (2) pay for other
distribution expenses, including paying for the preparation of advertising and
sales literature and the printing and distribution of such promotional
materials and prospectuses to prospective investors and other marketing costs
of Seligman Advisors.

The total amount paid by the Fund to Seligman Advisors in respect of Class R
shares for the year ended December 31, 2007 was $7,042, equivalent to 0.50% per
annum of the Class R shares' average daily net assets.

The amounts expended by Seligman Advisors in any one year with respect to Class
R shares of the Fund may exceed the 12b-1 fees paid by the Fund in that year.
The Fund's 12b-1 Plan permits expenses incurred by Seligman Advisors in respect
of Class R shares in one fiscal year to be paid from Class R 12b-1 fees in any
other fiscal year; however, in any fiscal year the Fund is not obligated to pay
any 12b-1 fees in excess of the fees described above.

As of December 31, 2007, Seligman Advisors incurred $24,157 of expenses in
respect of the Fund's Class R shares that were not reimbursed from the amount
received from the Fund's 12b-1 Plan. This amount is equal to 1.13% of the net
assets of Class R shares at December 31, 2007.

                                      22



If the 12b-1 Plan is terminated in respect of Class R shares of the Fund, no
amounts (other than amounts accrued but not yet paid) would be owed by the Fund
to Seligman Advisors with respect to Class R shares.

                               -----------------

Payments made by the Fund under the 12b-1 Plan for the year ended December 31,
2007, were spent on the following activities in the following amounts:



                                   Class A  Class B Class C Class D  Class R
   -                               -------- ------- ------- -------- -------
                                                      
   Compensation to underwriters... $    -0- $   276 $ 2,101 $  7,404 $    9
   Compensation to broker/dealers. $520,298 $12,458 $39,111 $123,367 $7,033
   Other Compensation*............ $    -0- $37,185 $   -0- $    -0- $  -0-

- --------
* Payment is made to the Purchasers to compensate them for having funded, at
  the time of sale, payments to broker/dealers and underwriters.

The 12b-1 Plan was initially approved on July 16, 1992 by the Board of
Directors, including a majority of the Directors who are not "interested
persons" (as defined in the 1940 Act) of the Fund and who have no direct or
indirect financial interest in the operation of the 12b-1 Plan or in any
agreement related to the 12b-1 Plan ("Qualified Directors") and was approved by
shareholders of the Fund at a Special Meeting of the Shareholders held on
November 23, 1992. The 12b-1 Plan became effective in respect of the Class A
shares on January 1, 1993. The 12b-1 Plan was approved in respect of the Class
B shares on March 21, 1996 by the Board of Directors of the Fund, including a
majority of the Qualified Directors, and became effective in respect of the
Class B shares on April 22, 1996. The 12b-1 Plan was approved in respect of the
Class C shares on May 20, 1999 by the Directors, including a majority of the
Qualified Directors, and became effective in respect of the Class C shares on
June 1, 1999. The 12b-1 Plan was approved in respect of the Class D shares on
March 18, 1993 by the Directors, including a majority of the Qualified
Directors, and became effective in respect of the Class D shares on May 1,
1993. The 12b-1 Plan was approved in respect of Class R shares on March 20,
2003 by the Directors, including a majority of the Qualified Directors, and
became effective in respect of the Class R shares on April 30, 2003. The 12b-1
Plan will continue in effect until December 31 of each year so long as such
continuance is approved annually by a majority vote of both the Directors of
the Fund and the Qualified Directors, cast in person at a meeting called for
the purpose of voting on such approval. The 12b-1 Plan may not be amended to
increase materially the amounts payable to Service Organizations with respect
to a class without the approval of a majority of the outstanding voting
securities of the class. If the amount payable in respect of Class A shares
under the 12b-1 Plan is proposed to be increased materially, the Fund will
either (1) permit holders of Class B shares to vote as a separate class on the
proposed increase or (2) establish a new class of shares subject to the same
payment under the 12b-1 Plan as existing Class A shares, in which case the
Class B shares will thereafter convert into the new class instead of into
Class A shares. No material amendment to the 12b-1 Plan may be made except by
vote of a majority of both the Directors and the Qualified Directors.

The 12b-1 Plan requires that the Treasurer of the Fund shall provide to the
Directors, and the Directors shall review, at least quarterly, a written report
of the amounts expended (and purposes therefor) under the 12b-1 Plan. Rule
12b-1 also requires that the selection and nomination of Directors who are not
"interested persons" of the Fund be made by such disinterested Directors. The
12b-1 Plan is reviewed annually by the Directors.

Seligman Services acts as a broker/dealer of record for shareholder accounts
that do not have a designated financial advisor. As such, it receives
compensation pursuant to the Fund's 12b-1 Plan for providing personal services
and account maintenance to such accounts. For the year ended December 31, 2007,
Seligman Services received service fees pursuant to the Fund's 12b-1 Plan of
$126,585.

Other Service Providers

SDC, which is owned by certain other investment companies in the Seligman
Group, is the shareholder servicing agent and dividend paying agent for the
Fund. SDC charges the Fund at cost for its services. These costs may include
amounts paid by SDC to financial intermediaries and other third parties who
provide sub-transfer agency services. Certain officers and directors of the
Fund are also officers and directors of SDC. SDC's address is 100 Park Avenue,
New York, New York 10017.

                                      23



                              Portfolio Managers

For purposes of this discussion, each member of the portfolio team is referred
to as a "portfolio manager". The following tables set forth certain additional
information from that discussed in the Prospectuses with respect to the
portfolio managers of the Fund. Unless noted otherwise, all information is
provided as of December 31, 2006.

Other Accounts Managed by Portfolio Managers. The table below identifies, for
each of the portfolio managers, the number of accounts managed (other than the
Fund) and the total assets in such accounts, within each of the following
categories: other registered investment companies, other pooled investment
vehicles, and other accounts. None of the accounts noted below has an advisory
fee based on performance of the account. For purposes of the table below, each
series or portfolio of a registered investment company is treated as a separate
registered investment company.



                          Other Registered                Other Pooled
Portfolio Manager        Investment Companies          Investment Vehicles            Other Accounts
- -----------------   ------------------------------- -------------------------- ------------------------------
                                                                      
John B. Cunningham  8 Other Registered Investment   0 Other Pooled Investment  11 Other Accounts with
                    Companies with                  Vehicles.                  approximately $1.4 million in
                    approximately $2.69 billion in                             total assets under
                    net assets under management.                               management.

Erik J. Voss        7 Other Registered Investment   0 Other Pooled Investment  20 Other Accounts with
                    Companies with                  Vehicles.                  approximately $245.8 million
                    approximately $3.46 billion in                             in total assets under
                    net assets under management.                               management.


Compensation/Material Conflicts of Interest. Set forth below is an explanation
of the structure of, and method(s) used to determine portfolio manager
compensation. Also set forth below is an explanation of material conflicts of
interest that may arise between a portfolio manager's management of the Fund's
investments and investments in other accounts.

Compensation:

For the year ended December 31, 2007, as compensation for his responsibilities,
including those relating to his responsibilities as Chief Investment Officer of
Seligman, Mr. Cunningham received a fixed base salary and a bonus. The amount
of Mr. Cunningham's bonus was based on (i) a guaranteed minimum amount and
(ii) a performance component based on the weighted average pre-tax investment
performance of three investment companies (one of which is the Fund) for which
Mr. Cunningham serves as portfolio manager as compared with the funds
constituting the Lipper Large-Cap Core Funds Average for the three-year period
ending December 31, 2007.

For the year ended December 31, 2007, as compensation for his responsibilities,
Mr. Voss received (i) a fixed base salary; (ii) a fixed minimum bonus; and
(iii) a bonus based on the investment performance of two other Seligman
investment companies for which Mr. Voss serves as Portfolio Manager (the "Voss
Funds") as compared to the funds constituting the Lipper averages that include
the Voss Funds.

To reduce the amount of time the portfolio managers dedicate to marketing
efforts and client services, the investment team has an experienced product
manager that acts as the primary liaison between Seligman Advisors' (the
distributor of the Seligman mutual funds) marketing department and the
investment team.

Conflicts of Interest:

Actual or potential conflicts of interest may arise from the fact that
Seligman, and the portfolio managers of the Fund have day-to-day management
responsibilities with respect to accounts of clients of Seligman other than the
Fund ("Other Accounts"). Seligman has policies and procedures intended to
mitigate or manage the conflicts of interest described below. There is no
guarantee that any such policies or procedures will detect each and every
situation in which a conflict of interest arises.

                                      24



Seligman may receive higher compensation with respect to Other Accounts
(including accounts which are private investment funds or have performance or
higher fees paid to Seligman, or in which one or more portfolio managers have
direct or indirect personal interest in the receipt of such fees) than that
received with respect to the Fund. This may create a potential conflict of
interest for Seligman or its portfolio managers by providing an incentive to
favor these Other Accounts when, for example, placing securities transactions.
In addition, Seligman could be viewed as having a conflict of interest to the
extent that Seligman or an affiliate has a proprietary investment in one or
more Other Accounts, the portfolio managers have personal investments, directly
or indirectly, in one or more Other Accounts or the Other Accounts are
investment options in Seligman's employee benefit plans. Potential conflicts of
interest may arise with both the aggregation and allocation of securities
transactions and allocation of limited investment opportunities. Allocations of
aggregated trades, particularly trade orders that were only partially completed
due to limited availability, and allocation of investment opportunities
generally, could raise a potential conflict of interest, as Seligman may have
an incentive to allocate securities that are expected to increase in value to
favored accounts. Initial public offerings, in particular, are frequently of
very limited availability. Seligman may be perceived as causing accounts it
manages to participate in an offering to increase Seligman's overall allocation
of securities in that offering. A potential conflict of interest also may be
perceived to arise if transactions in one account closely follow related
transactions in a different account, such as when a purchase increases the
value of securities previously purchased by another account or when a sale in
one account lowers the sale price received in a sale by a second account.
Because Seligman manages accounts that engage in short sales of securities of
the type in which many clients may invest, Seligman could be seen as harming
the performance of certain client accounts (i.e., those not engaging in short
sale transactions) for the benefit of the accounts engaging in short sales if
the short sales cause the market value of the securities to fall. Conversely,
Seligman could be seen as benefiting those accounts that may engage in short
sales through the sale of securities held by other clients to the extent that
such sales reduce the cost to cover the short positions.

Seligman and its affiliates may at times give advice or take action with
respect to accounts that differs from the advice given other accounts. A
particular security may be bought or sold only for certain clients even though
it could have been bought or sold for other clients at the same time. Likewise,
a particular security may be bought for one or more clients when one or more
other clients are selling the security. Simultaneous portfolio transactions in
the same security by multiple clients may tend to decrease the prices received
by clients for sales of such securities and increase the prices paid by clients
for purchases of such securities. A conflict may also arise to the extent that
Seligman advises multiple accounts which own different capital structures of an
issuer (e.g., bonds versus common stocks). This conflict may be more pronounced
if such an issuer files for bankruptcy and Seligman participates in
negotiations to restructure that issuer.

Employees of Seligman, including portfolio managers, may engage in personal
trading, subject to Seligman's Code of Ethics. In addition to the general
conflicts noted above, personal trading by employees may create apparent or
actual conflicts to the extent that one or more employees personally benefit or
appear to benefit from subsequent trading by clients in similar securities.

Because portfolio managers of Seligman manage multiple client accounts,
portfolio managers may devote unequal time and attention to the portfolio
management of client accounts.

Securities Ownership. As of December 31, 2007, Mr. Cunningham owned between
$100,001 and $500,000 of shares of the Fund. As of the same date, Mr. Voss did
not own shares of the Fund.

                   Brokerage Allocation and Other Practices

Brokerage Transactions

Seligman will seek the most favorable price and execution in the purchase and
sale of portfolio securities of the Fund. When two or more of the investment
companies in the Seligman Group of Funds or other investment advisory clients
of Seligman desire to buy or sell the same security at the same time, the
securities purchased or sold are allocated by Seligman in a manner believed to
be equitable to each. There may be possible advantages or disadvantages of such
transactions with respect to price or the size of positions readily obtainable
or saleable.

In over-the-counter markets, the Fund deals with responsible primary market
makers unless a more favorable execution or price is believed to be obtainable.
The Fund may buy securities from or sell securities to dealers acting as
principal in accordance with applicable law.

                                      25



For the years ended December 31, 2007, 2006 and 2005, the Fund paid total
brokerage commissions to others for execution, research and statistical
services in the amounts of $609,741, $830,277 and $762,488, respectively.

Commissions

For the years ended December 31, 2007, 2006 and 2005, the Fund did not execute
any portfolio transactions with, and therefore did not pay any commissions to,
any broker affiliated with either the Fund, Seligman, or Seligman Advisors.

Brokerage Selection

Seligman selects broker-dealers with the goal of obtaining "best execution".
Seligman will consider a full range and quality of a broker-dealer's services,
such as price, market familiarity, reliability, integrity, commission rates,
execution and settlement capabilities, ability to handle large orders,
financial condition, technological infrastructure and operational capabilities,
willingness to commit capital and the brokerage and research services provided
or made available by the broker-dealer. These brokerage and research services,
including supplemental investment research, analysis, and reports concerning
issuers, industries, and securities, may be useful to Seligman in connection
with its services to clients other than the Fund. The relative weighting given
to any of the criteria mentioned above depends on a variety of factors
including the nature of the transaction, the market on which a particular trade
is being executed and the number of broker-dealers making a market in the
security to be traded.

Although sales of investment company shares will not be considered in selecting
broker-dealers to effect securities transactions, Seligman offers its
investment products primarily through the broker-dealer selling networks and
expects that nearly all broker-dealers that effect securities transactions for
the investment companies of the Seligman Group of Funds will have a
relationship with Seligman or its affiliates to distribute shares of the
investment companies or other investment products offered by Seligman. Seligman
ranks broker-dealers through an internal voting process which considers the
services provided by broker-dealers excluding investment company or product
sales by that broker-dealer.

In connection with any agency trades, Seligman determines the reasonableness of
the commissions to be paid to a broker-dealer based upon the quality of the
brokerage and research services provided, or arranged for, and as a result, may
select a broker-dealer whose commission costs may be higher than another would
have charged.

Seligman monitors and evaluates the performance and execution capabilities of
broker-dealers through which it places orders and periodically reviews its
policy with regard to negotiating commissions or mark-ups for the investment
companies of the Seligman Group of Funds in light of current market conditions,
statistical studies and other available information.

Regular Broker-Dealers

During the year ended December 31, 2007, the Fund acquired securities of its
regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or of
their parents. The Fund held securities of Morgan Stanley (the parent company
of Morgan Stanley Dean Witter) with an aggregate value of $2,602,390; JPMorgan
Chase, with an aggregate value of $4,244,963, Lehman Brothers Holdings Inc.
(the parent company of Lehman Brothers Inc.) with an aggregate value of
$1,773,424, Wachovia Corp., with an aggregate value of $1,503,706 and Goldman
Sachs Group, with an aggregate value of $1,559,112, in each case as of
December 31, 2007.

                      Capital Stock and Other Securities

Capital Stock

The Fund is authorized to issue 500,000,000 shares of capital stock, each with
a par value of $0.50, divided into six classes, designated Class A common
stock, Class B common stock, Class C common stock, Class D common stock, Class
I common stock and Class R common stock (Class D shares will be combined with
Class C shares at the close of business on May 16, 2008. Accordingly,
thereafter there will exist only five classes of shares). Each share of the
Fund's Class A, Class B, Class C, Class D, Class I and Class R common stock is
equal as to earnings, assets, and voting privileges, except that each class
bears its own separate distribution and, potentially, certain other class
expenses and has exclusive voting rights with respect to any matter to which a
separate vote of any class is required by the 1940 Act or applicable state law.
The Fund has adopted a Plan ("Multiclass Plan") pursuant to Rule 18f-3 under
the 1940 Act permitting the issuance and sale of multiple classes of common
stock. In accordance with the

                                      26



Fund's Articles of Incorporation, the Board of Directors may authorize the
creation of additional classes of common stock with such characteristics as are
permitted by the Multiclass Plan and Rule 18f-3. The 1940 Act requires that
where more than one class exists, each class must be preferred over all other
classes in respect of assets specifically allocated to such class. All shares
have noncumulative voting rights for the election of directors. Each
outstanding share is fully paid and non-assessable, and each is freely
transferable. There are no liquidation, conversion, or preemptive rights.

Other Securities

The Fund has no authorized securities other than common stock.

                  Purchase, Redemption, and Pricing of Shares

Purchase of Shares

Class A

Purchase Price. Class A shares may be purchased at a price equal to the next
determined net asset value per share, plus an initial sales charge.

Employee and Family Members. Class A shares of the Fund may be issued without a
sales charge to present and former directors, trustees, officers, employees
(and their respective family members) of the Fund, the other investment
companies in the Seligman Group of Funds, and Seligman and its affiliates.
Family members are defined to include lineal descendants and lineal ancestors,
siblings (and their spouses and children) and any company or organization
controlled by any of the foregoing. Such sales may also be made to employee
benefit plans and thrift plans for such persons and to any investment advisory,
custodial, trust or other fiduciary account managed or advised by Seligman or
any affiliate. The sales may be made for investment purposes only, and shares
may be resold only to the Fund. Class A shares may be sold at net asset value
to these persons since such sales require less sales effort and lower sales
related expenses as compared with sales to the general public.

If you are eligible to purchase Class A shares without a sales charge or
qualify for volume discounts, you should inform your financial advisor,
financial intermediary or SDC of such eligibility and be prepared to provide
proof thereof.

Purchases of Class A shares by a "single person" (as defined below under
"Persons Entitled to Reductions") may be eligible for the following reductions
in initial sales charges:

Discounts and Rights of Accumulation. Reduced sales charges will apply if the
sum of (i) the current amount being invested by a "single person" in Class A
shares of the Fund and in Class A shares of other Seligman mutual funds
(excluding Class A shares of the Seligman Cash Management Fund, Inc.), (ii) the
current net asset value of the Class A shares and Class B shares of other
Seligman mutual funds already owned by the "single person" other than Seligman
Cash Management Fund, Inc. (except as provided in (iii)) and (iii) the current
net asset value of Class A shares of Seligman Cash Management Fund, Inc. which
were acquired by a "single person" through an exchange of Class A shares of
another Seligman mutual fund, exceeds the breakpoint discount thresholds for
Class A shares described in the Prospectus (the "Breakpoint Discounts").

The value of the shares contemplated by items (ii) and (iii) above
(collectively, the "Prior Owned Shares") will be taken into account only if SDC
or the financial intermediary (if you are purchasing through a financial
intermediary) is notified that there are holdings eligible for aggregation to
meet the applicable Breakpoint Discount thresholds. If you are purchasing
shares through a financial intermediary, you should consult with your
intermediary to determine what information you will need to provide them in
order to receive the Breakpoint Discounts to which you may be entitled. This
information may include account records regarding shares eligible for
aggregation that are held at any financial intermediary, as well as a social
security or tax identification number. You may need to provide this information
each time you purchase shares. In addition, certain financial intermediaries
may prohibit you from aggregating investments in the Seligman Group if those
investments are held in your accounts with a different intermediary or with SDC.

If you are dealing directly with SDC, you should provide SDC with account
information for any shares eligible for aggregation. This information includes
account records and a social security or tax identification number. You may
need to provide this information each time you purchase shares.

                                      27



Letter of Intent. A letter of intent allows you to purchase Class A shares over
a 13-month period with the benefit of the Breakpoint Discounts discussed in the
Prospectus, based on the total amount of Class A shares of the Fund that the
letter states that you intend to purchase plus the current net asset value of
the Prior Owned Shares. Reduced sales charges may be applied to purchases made
within a 13-month period starting from the date of receipt from you of a letter
of intent. In connection with such arrangement, a portion of the shares you
initially purchase will be held in escrow to provide for any sales charges that
might result if you fail to purchase the amount of shares contemplated by the
letter of intent assuming your purchases would not otherwise be eligible for
Breakpoint Discounts. These shares will be released upon completion of the
purchases contemplated by the letter of intent. In the event you do not fulfill
your obligations and the amount of any outstanding sales charge is greater than
the value of the shares in escrow, you will be required to pay the difference.
If the amount of the outstanding sales charge is less than the value of the
shares in escrow, you will receive any shares remaining in escrow after shares
with a value equal to the amount of the outstanding sales charge are redeemed
by the transfer agent.

Persons Entitled To Reductions. Reductions in initial sales charges apply to
purchases of Class A shares in an account held by a "single person. A "single
person" includes an individual; members of a family unit comprising husband,
wife and minor children; or a trustee or other fiduciary purchasing for a
single fiduciary account. Employee benefit plans qualified under Section 401 of
the Internal Revenue Code of 1986, as amended, organizations tax exempt under
Section 501(c)(3) or (13) of the Internal Revenue Code, and non-qualified
employee benefit plans that satisfy uniform criteria are also considered
"single persons" for this purpose. The uniform criteria are as follows:

   1. Employees must authorize the employer, if requested by the Fund, to
receive in bulk and to distribute to each participant on a timely basis the
Fund's Prospectuses, reports, and other shareholder communications.

   2. Employees participating in a plan will be expected to make regular
periodic investments (at least annually). A participant who fails to make such
investments may be dropped from the plan by the employer or the Fund 12 months
and 30 days after the last regular investment in his account. In such event,
the dropped participant would lose the discount on share purchases to which the
plan might then be entitled.

   3. The employer must solicit its employees for participation in such an
employee benefit plan or authorize and assist an investment dealer in making
enrollment solicitations.

Eligible Employee Benefit Plans. The table of sales charges in the Prospectuses
applies to sales to "eligible employee benefit plans," except that the Fund may
sell shares at net asset value to "eligible employee benefit plans" which have
at least $2 million in plan assets at the time of investment in the Fund, but,
in the event of plan termination, will be subject to a CDSC of 1 % on shares
purchased within 18 months prior to plan termination. "Eligible employee
benefit plan" means any plan or arrangement, whether or not tax qualified,
which provides for the purchase of Fund shares. Sales to eligible employee
benefit plans are believed to require limited sales effort and sales-related
expenses and therefore are made at net asset value. However, Section 403(b)
plans sponsored by public educational institutions are not eligible for net
asset value purchases based on the aggregate investment made by the plan or
number of eligible employees.

Sales to eligible employee benefit plans must be made in connection with a
payroll deduction system of plan funding or other systems acceptable to SDC,
the Fund's shareholder service agent. Contributions or account information for
plan participation also should be transmitted to SDC by methods which it
accepts. Additional information about "eligible employee benefit plans" is
available from financial advisors or Seligman Advisors.

Ascensus (formerly, BISYS) Plans. Plans that (i) own Class B shares of any
Seligman mutual fund and (ii) participate in Seligman Growth 401(k) through
Ascensus' third-party administration platform may, with new contributions,
purchase Class A shares at net asset value. Class A shares purchased at net
asset value are subject to a CDSC of 1% on shares purchased within 18 months
prior to plan termination.

Further Types of Reductions. Class A shares may also be issued without an
initial sales charge in the following instances:

(1)to any registered unit investment trust which is the issuer of periodic
   payment plan certificates, the net proceeds of which are invested in Fund
   shares;

                                      28



(2)to separate accounts established and maintained by an insurance company
   which are exempt from registration under Section 3(c)(11) of the 1940 Act;

(3)to registered representatives and employees (and their spouses and minor
   children) of any dealer or bank that has a sales agreement with Seligman
   Advisors;

(4)to financial institution trust departments;

(5)to registered investment advisers exercising discretionary investment
   authority with respect to the purchase of Fund shares;

(6)to accounts of financial institutions or authorized dealers or investment
   advisors that charge account management fees, provided Seligman or one of
   its affiliates has entered into an agreement with respect to such accounts;

(7)pursuant to sponsored arrangements with organizations which make
   recommendations to, or permit group solicitations of, its employees, members
   or participants in connection with the purchase of shares of the Fund;

(8)to other investment companies in the Seligman Group in connection with a
   deferred fee arrangement for outside Directors, or pursuant to a "fund of
   funds" arrangement;

(9)to certain "eligible employee benefit plans" as discussed above;

(10)to those partners and employees of outside counsel to the Fund or its
    directors or trustees who regularly provide advice and services to the
    Fund, to other funds managed by Seligman, or to their directors or trustees;

(11)in connection with sales pursuant to a retirement plan alliance program
    which has a written agreement with Seligman Advisors; and

(12)to participants in retirement and deferred compensation plans and trusts
    used to fund those plans, including, but not limited to, those defined in
    Section 401(a), 401(k), 403(b), or 457 of the Internal Revenue Code and
    "rabbi trusts", for which Charles Schwab & Co., Inc. or an affiliate acts a
    broker-dealer, trustee, or record keeper.

CDSC Applicable to Class A Shares. Class A shares purchased without an initial
sales charge due to a purchase of $1,000,000 or more, alone or through a volume
discount, Right of Accumulation or letter of intent, are subject to a CDSC of
1% on redemptions of such shares within 18 months of purchase. Employee benefit
plans eligible for net asset value sales may be subject to a CDSC of 1% for
terminations at the plan level only, on redemptions of shares purchased within
18 months prior to plan termination, except that any such plan that is or was a
separate account client of Seligman at the time of initial investment in a
Seligman mutual fund (or within the prior 30 days) will not be subject to a
CDSC on redemption of any shares. Other available reductions will not be
subject to a 1% CDSC. The 1% CDSC will be waived on shares that were purchased
through Morgan Stanley Dean Witter & Co. by certain Chilean institutional
investors (i.e., pension plans, insurance companies, and mutual funds). Upon
redemption of such shares within an 18-month period, Morgan Stanley Dean Witter
will reimburse Seligman Advisors a pro rata portion of the fee it received from
Seligman Advisors at the time of sale of such shares.

See "CDSC Waivers" below for other waivers which may be applicable to Class A
shares.

Class B

Class B shares may be purchased at a price equal to the next determined net
asset value, without an initial sales charge. However, Class B shares are
subject to a CDSC if the shares are redeemed within six years of purchase at
rates set forth in the table below, charged as a percentage of the current net
asset value or the original purchase price, whichever is less.



                  Years Since Purchase                   CDSC
                  --------------------                   ----
                                                      
                  Less than 1 year......................  5%
                  1 year or more but less than 2 years..  4%
                  2 years or more but less than 3 years.  3%
                  3 years or more but less than 4 years.  3%
                  4 years or more but less than 5 years.  2%
                  5 years or more but less than 6 years.  1%
                  6 years or more.......................  0%


                                      29



Approximately eight years after purchase, Class B shares will convert
automatically to Class A shares. Shares purchased through reinvestment of
dividends and distributions on Class B shares also will convert automatically
to Class A shares along with the underlying shares on which they were earned.

Conversion occurs during the month which precedes the eighth anniversary of the
purchase date. If Class B shares of the Fund are exchanged for Class B shares
of another Seligman Mutual Fund, the conversion period applicable to the Class
B shares acquired in the exchange will apply, and the holding period of the
shares exchanged will be tacked onto the holding period of the shares acquired.
Class B shareholders of the Fund exercising the exchange privilege will
continue to be subject to the Fund's CDSC schedule if such schedule is higher
or longer than the CDSC schedule relating to the new Class B shares. In
addition, Class B shares of the Fund acquired by exchange will be subject to
the Fund's CDSC schedule if such schedule is higher or longer than the CDSC
schedule relating to the Class B shares of the Seligman mutual fund from which
the exchange has been made.

Class C

Class C shares may be purchased at a price equal to the next determined net
asset value, without an initial sales charge. However, Class C shares are
subject to a CDSC of 1% if the shares are redeemed within one year of purchase,
charged as a percentage of the current net asset value or the original purchase
price, whichever is less. Unlike Class B shares, Class C shares do not convert
to Class A shares.

Class D (NOT AVAILABLE AFTER MAY 16, 2008)

Effective at the close of business (4:00 p.m. EST) on May 16, 2008, the Fund's
Class D shares will be combined with Class C shares, and Class D shares will no
longer be available. Purchase orders for Class D shares to be effective on or
after May 9, 2008 through May 16, 2008 may, in the Fund's discretion, be
rejected due to operational reasons relating to the combination; if you are
considering purchasing Class D shares during such period, you should consider
Class C shares instead (consult your financial advisor as necessary).

Any orders for exchange or redemption of the Fund's Class D shares to be
effective through May 16, 2008 will continue to be accepted in accordance with
the Prospectus. All orders (i.e., purchases, exchanges and redemptions) for
Class D shares to be effective after the close of business on May 16, 2008
cannot be processed because no Class D shares will be outstanding or offered.
Class D shares are identical in their terms to the Class C shares.

When offered, Class D shares may be purchased at a price equal to the next
determined net asset value, without an initial sales charge. However, Class D
shares are subject to a CDSC of 1% if the shares are redeemed within one year
of purchase, charged as a percentage of the current net asset value or the
original purchase price, whichever is less. Unlike Class B shares, Class D
shares do not convert to Class A shares.

Class I

Class I shares may be purchased at a price equal to the next determined net
asset value. Class I shares are not subject to any initial or contingent
deferred sales charges or distribution expense. This Class, however, is only
offered to certain types of investors. Persons who are eligible to purchase
Class I shares of the Fund are described in the Prospectus for the Class I
shares. Unlike Class B shares, Class I shares do not convert to Class A shares.

Class R

Class R shares may be purchased at a price equal to the next determined net
asset value, without an initial sales charge. However, Class R shares are
subject to a CDSC of 1% if the shares are redeemed within one year of the
plan's initial purchase of Class R shares, charged as a percentage of the
current net asset value or the original purchase price, whichever is less.
Unlike Class B shares, Class R shares do not convert to Class A shares.

Systematic Withdrawals. Class B, Class C, Class D and Class R shareholders who
reinvest both their dividends and capital gain distributions to purchase
additional shares of the Fund may use the Systematic Withdrawal Plan to
withdraw up to 12%, 10%, 10% and 10%, respectively, of the value of their
accounts per year without the imposition of a CDSC. Account value is determined
as of the date the systematic withdrawals begin.

                                      30



CDSC Waivers. The CDSC on Class B, Class C, Class D and Class R shares (and
certain Class A shares, as discussed above) will be waived or reduced in the
following instances:

(1)on redemptions following the death or disability (as defined in
   Section 72(m)(7) of the Internal Revenue Code) of a shareholder or
   beneficial owner;

(2)in connection with (1) distributions from retirement plans qualified under
   Section 401(a) of the Internal Revenue Code when such redemptions are
   necessary to make distributions to plan participants (such payments include,
   but are not limited to, death, disability, loans, retirement, or separation
   of service), (2) distributions from a custodial account under
   Section 403(b)(7) of the Internal Revenue Code or an IRA due to death,
   disability, or minimum distribution requirements after attainment of age
   70 1/2 or, for accounts established prior to January 1, 1998, attainment of
   age 59 1/2, and (3) a tax-free return of an excess contribution to an IRA;

(3)in whole or in part, in connection with shares sold to current and retired
   Directors of the Fund;

(4)in whole or in part, in connection with shares sold to any state, county, or
   city or any instrumentality, department, authority, or agency thereof, which
   is prohibited by applicable investment laws from paying a sales load or
   commission in connection with the purchase of any registered investment
   management company;

(5)in whole or in part, in connection with systematic withdrawals;

(6)in connection with participation in the Merrill Lynch Small Market 401(k)
   Program, retirement programs administered or serviced by the Princeton
   Retirement Group, Paychex, ADP Retirement Services, Hartford Securities
   Distribution Company, Inc., or NYLIM Service Company LLC, or retirement
   programs or accounts administered or serviced by Mercer HR Services, LLC or
   its affiliates;

(7)on incidental redemptions to cover administrative expenses (such expenses
   include, but are not limited to, trustee fees, wire fees or courier fees)
   not to exceed $25.00 per occurrence;

(8)on redemptions of shares initially purchased by an eligible employee benefit
   plan that are not in connection with a plan-level termination; and

(9)on any redemption of Class A shares that are purchased by an eligible
   employee benefit plan that is a separate account client of Seligman at the
   time of initial investment (or within the prior 30 days) in a Seligman
   mutual fund.

If, with respect to a redemption of any Class A, Class B, Class C, Class D or
Class R shares sold by a dealer, the CDSC is waived because the redemption
qualifies for a waiver as set forth above, the dealer shall remit to Seligman
Advisors promptly upon notice, an amount equal to the payment or a portion of
the payment made by Seligman Advisors at the time of sale of such shares.

Payment in Securities. In addition to cash, the Fund may accept securities in
payment for Fund shares sold at the applicable public offering price (net asset
value and, if applicable, any sales charge). Generally, the Fund will only
consider accepting securities (l) to increase its holdings in a portfolio
security, or (2) if Seligman determines that the offered securities are a
suitable investment for the Fund and in a sufficient amount for efficient
management. Although no minimum has been established, it is expected that the
Fund would not accept securities with a value of less than $100,000 per issue
in payment for shares. The Fund may reject in whole or in part offers to pay
for Fund shares with securities, may require partial payment in cash for
applicable sales charges, and may discontinue accepting securities as payment
for Fund shares at any time without notice. The Fund will not accept restricted
securities in payment for shares. The Fund will value accepted securities in
the manner provided for valuing portfolio securities of the Fund. Any
securities accepted by the Fund in payment for the Fund's shares will have an
active and substantial market and have a value which is readily ascertainable.

Fund Reorganizations

Class A shares may be issued without an initial sales charge in connection with
the acquisition of cash and securities owned by other investment companies. Any
CDSC will be waived in connection with the redemption of shares of the Fund if
the Fund is combined with another Seligman mutual fund, or in connection with a
similar reorganization transaction.

                                      31



Offering Price

When you buy or sell Fund shares, you do so at the Class's net asset value
("NAV") next calculated after Seligman Advisors accepts your request. However,
in some cases, the Fund has authorized certain financial intermediaries (and
other persons designated by such financial intermediaries) to receive purchase
and redemption orders on behalf of the Fund. In such instances, customer orders
will be priced at the Class's NAV next calculated after the authorized
financial intermediary (or other persons designated by such financial
intermediary) receives the request. Any applicable sales charge will be added
to the purchase price for Class A shares.

NAV per share of each class of the Fund is determined as of the close of
regular trading on the New York Stock Exchange ("NYSE") (normally, 4:00 p.m.
Eastern time), on each day that the NYSE is open for business. The NYSE is
currently closed on New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day. NAV per share for a class is computed by dividing such
class's share of the value of the net assets of the Fund (i.e., the value of
its assets less liabilities) by the total number of outstanding shares of such
class. All expenses of the Fund, including the management fee, are accrued
daily and taken into account for the purpose of determining NAV. The NAV of
Class B, Class C, Class D and Class R shares will generally be lower than the
NAV of Class A shares as a result of the higher 12b-1 fees with respect to such
shares, which in turn will be lower than the NAV of Class I shares, which have
no 12b-1 fee and which may have lower expenses.

Generally, portfolio securities, including open short positions and options
written, are valued at the last sales price on the securities exchange or
securities market on which such securities primarily are traded. Securities
traded on an over-the-counter market are valued at the last sales price on the
primary exchange or market on which they are traded. Securities not listed on
an exchange or security market or for which there is no last sales price are
valued at the mean of the most recent bid and asked price, or by Seligman based
on quotations provided by primary market makers in such securities. If Seligman
concludes that the most recently reported (or closing) price of a security held
by the Fund is no longer valid or reliable, or such price is otherwise
unavailable, Seligman will value the security based upon its fair value as
determined in accordance with procedures approved by the Board of Directors. In
addition, fair value pricing may also be utilized, in accordance with
procedures approved by the Board of Directors in the event of, among other
things, natural disasters, acts of terrorism, market disruptions, intra-day
trading halts or extreme market volatility. Foreign currency exchange rates are
also determined in accordance with procedures approved by the Fund's Board of
Directors. Any other assets for which recent market quotations are not readily
available are valued at fair value as determined in accordance with procedures
approved by the Fund's Board of Directors. Short-term obligations with 60 days
or less remaining to maturity are generally valued at current market quotations
or amortized cost if Seligman believes it approximates fair value. Short-term
obligations with more than 60 days remaining to maturity will be valued at
current market value until the sixtieth day prior to maturity, and will then be
valued as described above for short-term obligations maturing in 60 days or
less. Premiums received on the sale of call options will be included in the net
asset value, and the current market value of the options sold by the Fund will
be subtracted from its net asset value.

For purposes of determining the net asset value per share of the Fund, all
assets and liabilities initially expressed in foreign currencies will be
converted into US dollars on the basis of a pricing service that takes into
account the quotes provided by a number of such major banks.

Specimen Price Make-Up

Under the current distribution arrangements between the Fund and Seligman
Advisors, Class A shares shares are sold with a maximum initial sales charge of
5.75% and Class B, Class C, Class D, Class I and Class R shares are sold at
NAV/(1)/. (Class D shares will be combined with Class C shares at the close of
business on May 16, 2008. Accordingly, thereafter there will exist only five
classes of shares). Using each Class's NAV at December 31, 2007, the maximum
offering price of the Fund's shares is as follows:


                                                               
       Class A
          Net asset value per share.............................. $11.44
          Maximum initial sales charge (5.75% of offering price).   0.70
                                                                  ------
          Offering price to public............................... $12.14
                                                                  ======


                                      32




                                                             
         Class B
            Net asset value and offering price per share/(1)/.. $11.17
                                                                ======
         Class C
            Net asset value and offering price per share/(1) /. $11.18
                                                                ======
         Class D/(2)/
            Net asset value and offering price per share/(1)/.. $11.17
                                                                ======
         Class I
            Net asset value and offering price per share....... $11.53
                                                                ======
         Class R
            Net asset value and offering price per share/(1)/.. $11.47
                                                                ======

- --------
(1)Class B shares are subject to a CDSC declining from 5% in the first year
   after purchase to 0% after six years. Class C shares and Class D shares are
   subject to a 1% CDSC if you redeem your shares within one year of purchase.
   Class R shares may be subject to a 1% CDSC on shares redeemed within one
   year of a retirement plan's initial purchase.
(2)Class D shares are not offered after the close of business on May 16, 2008.

Redemption in Kind

The procedures for selling Fund shares under ordinary circumstances are set
forth in the Prospectuses. In unusual circumstances, payment may be postponed,
or the right of redemption postponed for more than seven days, if: (i) the
orderly liquidation of portfolio securities is prevented by the closing of, or
restricted trading on, the NYSE; (ii) during periods of emergency which make
the disposal by the Fund of its shares impracticable or it is not reasonably
practicable for the Fund to fairly determine the value of its net assets; or
(iii) such other periods as ordered by the SEC for the protection of the Fund's
shareholders. Under these circumstances, redemption proceeds may be made in
securities (i.e., a redemption in kind). If payment is made in securities, a
shareholder may incur brokerage expenses in converting these securities to cash.

Anti-Money Laundering

As part of the Fund's responsibility for the prevention of money laundering,
you may be required by the Fund, Seligman or their respective service providers
to provide additional information, including information needed to verify the
source of funds used to purchase shares and your identity or the identity of
any underlying beneficial owners of your shares. In the event of delay or
failure by you to produce any requested information, the Fund or its service
providers may refuse to accept a subscription or, to the extent permitted or
required by applicable law, cause a complete redemption of your shares from the
Fund. The Fund, by written notice to you, may suspend payment to you of any
proceeds or distributions if the Fund or its service providers reasonably deem
it necessary to do so in order to comply with applicable laws and regulations,
including any anti-money laundering laws and regulations applicable to the
Fund, Seligman or their respective service providers.

Arrangements Permitting Frequent Trading of Fund Shares.

The Fund has no arrangements with any person to permit frequent trading of Fund
shares.

                             Taxation of the Fund

The Fund is qualified and intends to continue to qualify for tax treatment as a
regulated investment company under Subchapter M of the Internal Revenue Code.
For each year so qualified, the Fund will not be subject to federal income
taxes on its investment company taxable income and net capital gains, if any,
realized during any taxable year, which it distributes to its shareholders,
provided that at least 90% of its investment company taxable income (which
includes net short-term capital gains) is distributed to shareholders each year.

Qualification does not, of course, involve governmental supervision of
management or investment practices or policies. Investors should consult their
own counsel for a complete understanding of the requirements the Fund must meet
to qualify for such treatment. The information set forth in the Prospectuses
and the following discussion relate solely to the US federal income taxes on
dividends and distributions by the Fund and assumes that the Fund qualifies as
a regulated investment company.

                                      33



Dividends from net investment income (other than qualified dividend income) and
distributions from the excess of net short-term capital gains over net
long-term capital losses are taxable as ordinary income to shareholders,
whether received in cash or reinvested in additional shares. For taxable years
beginning before January 1, 2011, dividends from qualified dividend income will
be taxed at a reduced rate to individuals of generally 15% (5% for individuals
in lower tax brackets). Qualified dividend income is, in general, dividend
income from taxable domestic corporations and certain foreign corporations
(generally foreign corporations incorporated in a possession of the United
States or in certain countries with a comprehensive tax treaty with the United
States, or the stock of which is readily tradable on an established securities
market in the United States). The amount of dividend income that may be
designated as "qualified dividend income" by the Fund will generally be limited
to the aggregate of the eligible dividends received by the Fund. In addition,
the Fund must meet certain holding period requirements with respect to the
shares on which the Fund received the eligible dividends, and the non-corporate
US shareholder must meet certain holding period requirements with respect to
the Fund shares. To the extent designated as derived from the Fund's dividend
income that would be eligible for the dividends received deduction if the Fund
were not a regulated investment company, distributions are eligible, subject to
certain restrictions, for the 70% dividends received deduction for corporations.

If for any year the Fund does not qualify as a regulated investment company,
all of its taxable income (including its net capital gain) will be subject to
tax at regular corporate rates without any deduction for distributions to
shareholders. Such distributions will generally be taxable to the shareholders
as qualified dividend income and generally will be eligible for the dividends
received deduction in the case of corporate shareholders.

Distributions of net capital gains (i.e., the excess of net long-term capital
gains over any net short-term capital losses) are taxable as long-term capital
gain, whether received in cash or invested in additional shares, regardless of
how long the shares have been held by a shareholder. Non-corporate US
shareholders will be subject to federal income tax on distributions of net
capital gains at a maximum rate of 15% if designated as derived from the Fund's
capital gains from property held for more than one year and recognized in
taxable years beginning before January 1, 2011. Net capital gain of a corporate
shareholder is taxed at the same rate as ordinary income. Such distributions
are not eligible for the dividends received deduction allowed to corporate
shareholders. Shareholders receiving distributions in the form of additional
shares issued by the Fund will be treated for federal income tax purposes as
having received a distribution in an amount equal to the cash that could have
been elected to be received instead of the additional shares.

Dividends and capital gain distributions declared in October, November or
December, payable to shareholders of record on a specified date in such a month
and paid in the following January will be treated as having been paid by the
Fund and received by each shareholder in December. Under this rule, therefore,
shareholders may be taxed in one year on dividends or distributions actually
received in January of the following year.

Any gain or loss realized upon a sale or redemption of shares in the Fund by a
shareholder who is not a dealer in securities will generally be treated as a
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as a short-term capital gain or loss. Long-term capital gain
of a non-corporate US shareholder that is recognized in a taxable year
beginning before January 1, 2011 is generally taxed at a maximum rate of 15% in
respect of shares that are held for more than one year. Net capital gain of a
corporate shareholder is taxed at the same rate as ordinary income. However, if
shares on which a long-term capital gain distribution has been received are
subsequently sold or redeemed and such shares have been held for six months or
less (after taking into account certain hedging transactions), any loss
realized will be treated as long-term capital loss to the extent that it
offsets the long-term capital gain distribution. In addition, no loss will be
allowed on the sale or other disposition of shares of the Fund if, within a
period beginning 30 days before the date of such sale or disposition and ending
30 days after such date, the holder acquires (including shares acquired through
dividend reinvestment) securities that are substantially identical to the
shares of the Fund.

In determining gain or loss on shares of the Fund that are sold or exchanged
within 90 days after acquisition, a shareholder generally will not be permitted
to include in the tax basis attributable to such shares the sales charge
incurred in acquiring such shares to the extent of any subsequent reduction of
the sales charge by reason of the exchange or reinstatement options offered by
the Fund. Any sales charge not taken into account in determining the tax basis
of shares sold or exchanged within 90 days after acquisition will be added to
the shareholder's tax basis in the shares acquired pursuant to the exchange or
reinstatement options.

The Fund is subject to a 4% nondeductible excise tax on the under-distribution
of amounts required to be paid pursuant to a prescribed formula. The formula
requires payment to shareholders during a calendar year of distributions
representing at least 98% of the Fund's ordinary income for the calendar year,
at least 98% of its net

                                      34



capital gain income realized during the one-year period ending on October 31
during such year, and all ordinary income and net capital gain income for prior
years that was not previously distributed. The Fund intends to make sufficient
distributions or deemed distributions of its ordinary income and net capital
gain income prior to the end of each calendar year to avoid liability for the
excise tax.

Unless a shareholder includes a certified taxpayer identification number
(social security number for individuals) on the account application and
certifies that the shareholder is not subject to backup withholding, the Fund
is required to withhold and remit to the US Treasury Department a portion of
distributions and other reportable payments to the shareholder. Shareholders
should be aware that, under regulations promulgated by the US Treasury
Department, the Fund may be fined on an annual basis for each account for which
a certified taxpayer identification number (social security number for
individuals) is not provided. In the event that such a fine is imposed, the
Fund may charge a service fee equal to such fine that may be deducted from the
shareholder's account and offset against any undistributed dividends and
capital gain distributions. The Fund also reserves the right to close any
account which does not have a certified taxpayer identification number or
social security number, as applicable.

Taxation of a shareholder who, as to the United States, is a nonresident alien
individual, foreign trust or estate, foreign corporation, or foreign
partnership ("foreign shareholder") depends on whether the income from the Fund
is "effectively connected" with a US trade or business carried on by such
shareholder. If the income from the Fund is not effectively connected with a US
trade or business carried on by a foreign shareholder, ordinary income
dividends paid to such foreign shareholders generally will be subject to a 30%
US withholding tax under existing provisions of the Internal Revenue Code
applicable to foreign individuals and entities unless a reduced rate of
withholding or a withholding exemption is provided under applicable treaty or
law. Nonresident shareholders are urged to consult their own tax advisers
concerning the applicability of the US withholding tax.

If the income from the Fund is effectively connected with a US trade or
business carried on by a foreign shareholder, then ordinary income dividends,
capital gain dividends, undistributed capital gains credited to such
shareholder and any gains realized upon the sale of shares of the Fund will be
subject to US federal income tax at the graduated rates applicable to US
citizens or domestic corporations, and a foreign corporate investor will also
be subject to a branch profits tax. In the case of foreign non-corporate
shareholders, the Fund may be required to backup withhold US federal income tax
on distributions that are otherwise exempt from withholding tax (or taxable at
a reduced treaty rate) unless such shareholders furnish the Fund with proper
notification of their foreign status.

The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein. Foreign
shareholders are urged to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in the Fund, the procedure
for claiming the benefit of a lower treaty rate and the applicability of
foreign taxes. Transfers by gift of shares of the Fund by an individual foreign
shareholder will not be subject to US federal gift tax, but the value of shares
of the Fund held by such a shareholder at his death will generally be
includible in his gross estate for US federal estate tax purposes, subject to
any applicable estate tax treaty.

Shareholders are urged to consult their tax advisors concerning the effect of
federal income and state and local taxes in their individual circumstances.

                                 Underwriters

Distribution of Securities

The Fund and Seligman Advisors are parties to a Distributing Agreement dated
January 1, 1993 under which Seligman Advisors acts as the exclusive agent for
distribution of shares of the Fund. Seligman Advisors accepts orders for the
purchase of Fund shares, which are offered continuously. As general distributor
of the Fund's capital stock, Seligman Advisors allows reallowances to all
dealers on sales of Class A shares, as set forth above under "Dealer
Reallowances" and prior to June 4, 2007, Class C shares Seligman Advisors
retains the balance of sales charges and any CDSCs paid by investors.

Total initial sales charges paid by shareholders of Class A shares and (only
through June 3, 2007) Class C shares of the Fund for the years ended
December 31, 2007, 2006 and 2005 amounted to $42,768, $35,701 and $33,305,
respectively, of which $5,145, $3,673 and, $3,553, respectively, was retained
by Seligman Advisors. Effective June 4, 2007 there is no initial sales charge
on purchases of Class C shares.

                                      35



Compensation

Seligman Advisors, which is an affiliated person of Seligman, which is an
affiliated person of the Fund, received the following commissions (including
sales charges after January 1, 2006 that otherwise would have been paid to
Seligman Services) and other compensation from the Fund during the year ended
December 31, 2007:



                               Compensation on
   Net Underwriting            Redemptions and
   Discounts and            Repurchases (CDSC on
   Commissions (Class A   Class A, Class C, Class D                Other
   and Class C Sales             and Class R         Brokerage  Compensation
   Charges Retained) (1)     Shares Retained)(2)    Commissions     (3)
   ---------------------  ------------------------- ----------- ------------
                                                       
          $5,145.........          $3,548               $0         $9,790

- --------
(1)Effective June 4, 2007, there is no initial sales charges on purchases of
   Class C shares. Accordingly, any net underwriting discounts and commissions
   in respect of Class C shares retained by Seligman Advisors would relate to
   purchases prior to June 4, 2007.
(2)Seligman Advisors has sold its rights to collect a substantial portion of
   the distribution fees paid by the Fund in respect of Class B shares and any
   CDSC imposed on redemptions of Class B shares to the Purchasers in
   connection with an arrangement discussed above under "Rule 12b-1 Plan."
(3)During the year ended December 31, 2007, Seligman Advisors received
   distribution and service fees in respect of Class B, Class C, Class D and
   Class R shares pursuant to the Fund's Rule 12b-1 Plan. These amounts and the
   arrangements pursuant to which such compensation is paid are detailed above
   under the discussion "Rule 12b-1 Plan."

Other Payments

Seligman Advisors pays authorized dealers and investment advisors, from its own
resources, a fee on purchases of Class A shares of the Seligman mutual funds
(other than Seligman TargetHorizon ETF Portfolios, Inc. (the "TargETFunds") and
Seligman Cash Management Fund, Inc. (the "Cash Fund")) of $1,000,000 or more
("NAV sales"), calculated as follows:



                                            Payment to Dealer
                Amount of Purchase        (as a % of NAV Sales)
                ------------------        ---------------------
                                       
                $1,000,000 - $3,999,999..         1.00%
                $4,000,000 - $24,999,999.         0.50%
                $25,000,000 or more......         0.25%


With respect to purchases of Class A shares of the TargETFunds, Seligman
Advisors shall pay authorized dealers and investment advisors 0.25% on NAV
sales attributable to such funds. Assets exchanged from the TargETFunds to
another Seligman mutual fund are not eligible for the fees described above.
Class A shares representing only an initial purchase of the Cash Fund are not
eligible for the fees described above; however, such shares will become
eligible for the applicable fee described above once they are exchanged for
Class A shares of another Seligman mutual fund. The calculation of the fee will
be based on assets held by a "single person," including an individual, members
of a family unit comprising husband, wife and minor children purchasing
securities for their own account, or a trustee or other fiduciary purchasing
for a single fiduciary account or single trust. Purchases made by a trustee or
other fiduciary for a fiduciary account may not be aggregated with purchases
made on behalf of any other fiduciary or individual account.

Seligman Advisors also pays authorized dealers and investment advisors, from
its own resources, a fee on assets of certain investments in Class A shares of
the Seligman mutual funds participating in an "eligible employee benefit plan"
that are attributable to the particular authorized dealer or investment
advisor. The shares eligible for the applicable fee described below are those
on which an initial sales charge was not paid because either the participating
eligible employee benefit plan has, for accounts opened prior to January 7,
2008, at least (1) $500,000 invested in the Seligman mutual funds or (2) 50
eligible employees to whom such plan is made available or, for accounts opened
on or after January 7, 2008, at least $2 million in plan assets at the time of
investment in the Fund. The payment schedule, for each calendar year, in
respect of the Seligman mutual funds (other than the TargETFunds and the Cash
Fund) is as follows:



                                                    Payment to Dealer
        Amount of Purchase                        (as a % of NAV Sales)
        ------------------                        ---------------------
                                               
        Sales up to but not including $4,000,000.         1.00%
        $4,000,000 - $24,999,999.................         0.50%
        $25,000,000 or more......................         0.25%


                                      36



The payment is based on cumulative sales for each plan during a single calendar
year, or portion thereof. Assets exchanged from the TargETFunds to another
Seligman mutual fund are not eligible for the fees described above. Class A
shares representing only an initial purchase of the Cash Fund are not eligible
for the fees described above; however, such shares will become eligible for the
applicable fee once they are exchanged for Class A shares of another Seligman
mutual fund. The payment schedule, for each calendar year, in respect of the
TargETFunds is 0.25% of sales. These fees in respect of eligible employee
benefit plans and the fees on NAV sales described above are not duplicative
(i.e., the fee is paid one time to authorized dealers or investment advisors
for each purchase of Class A shares of $1,000,000 or more participating in an
eligible employee benefit plan).

With respect to the fees relating to eligible employee benefit plans and NAV
sales (each as described above), no fees shall be payable on any assets
invested in the Fund by an eligible employee benefit plan that is a separate
account client of Seligman at the time of initial investment (or within the
prior 30 days) in the Fund.

Seligman and Seligman Advisors may make cash and non-cash payments to banks,
broker-dealers, insurance companies, financial planning firms, third party
administrators and other financial intermediaries (collectively, "Financial
Intermediaries"), subject to Seligman and Seligman Advisors' respective
internal policies and procedures.

Seligman Advisors provides Financial Intermediaries with sales literature and
advertising materials relating to the registered investment companies advised
by Seligman (the "Seligman Funds"). Seligman Advisors also shares expenses with
Financial Intermediaries for costs incurred in hosting seminars for employees
and clients of Financial Intermediaries, subject to Seligman Advisors' internal
policies and procedures governing payments for such seminars. These seminars
may take place at Seligman Advisors' headquarters or other appropriate
locations and may include reimbursement of travel expenses (i.e.,
transportation, lodging and meals) of employees of Financial Intermediaries in
connection with training and education seminars. Subject to Seligman Advisors'
internal policies and procedures, Seligman Advisors may provide any or all of
the following to employees of Financial Intermediaries and their guest(s):
(i) an occasional meal, a sporting event or theater ticket or other comparable
entertainment; (ii) gifts of less than $100 per person per year; and/or
(iii) Seligman Advisors' promotional items of nominal value (golf balls,
shirts, etc.).

In addition, Financial Intermediaries may have omnibus accounts and similar
arrangements with SDC and may be paid by SDC for providing sub-transfer agency
and other services. Such expenses paid by SDC are included in the annual
operating expenses set forth in the Prospectus.

Seligman and/or Seligman Advisors have revenue sharing arrangements with
certain Financial Intermediaries. Payments to these Financial Intermediaries
are usually structured in any of three ways or a combination thereof: (i) as a
percentage of gross sales; (ii) as a percentage of net assets attributable to
the Financial Intermediary; or (iii) a fixed dollar amount.

The foregoing payments (which may take the form of expense reimbursements) by
Seligman, Seligman Advisors and/or SDC may be made for shareholder servicing,
promotion of Seligman Funds, and other services provided by Seligman, such as
advisory services to managed accounts, marketing support and/or access to sales
meetings, sales representatives and management representatives of the Financial
Intermediaries. These payments are in addition to the 12b-1 fees and sales
loads borne by shareholders, as well as the finders' fees and loads paid by
Seligman Advisors, as set forth in the prospectus or otherwise described above.
Such payments may result in, or be necessary for, the inclusion of the Seligman
Funds on a sales list, including a preferred or select sales list, in various
sales programs. Receipt by Financial Intermediaries of the foregoing payments
or services could create an incentive for the Financial Intermediaries to offer
a Seligman Fund in lieu of other mutual funds where such payments or services
are not provided. Shareholders should consult their Financial Intermediaries
for further information.

                                      37



                        Calculation of Performance Data

The Fund may quote performance data in various ways. All performance
information supplied by the Fund in advertising is historical and past
performance is not indicative of future investment results. The rate of return
will vary and the principal value of an investment will fluctuate. Shares, if
redeemed, may be worth more or less than their original cost.

Performance Calculations

Performance quoted in advertising reflects any change in price per share,
assumes the reinvestment of dividends and capital gain distributions, if any,
and may or may not include the effect of a Class's maximum initial sales charge
and/or contingent deferred sales charge (CDSC), as applicable. Such performance
may be quoted as a percentage or as a dollar amount, may be calculated over any
time period and may be presented in a table, graph or similar illustration.
Excluding applicable sales charges from a performance calculation produces a
higher performance figure than if such sales charges were included in the
calculation.

Effective January 7, 2008, the maximum initial sales charge on investments in
Class A shares of less than $50,000 is 5.75%. Effective June 4, 2007, there is
no initial sales charge on purchases of Class C shares. Although for all
periods presented the Fund's Class C share returns do not reflect an initial
sales charge, the actual returns for periods prior to June 4, 2007 would have
been lower if a 1.00% maximum initial sales charge then in effect was incurred.
Effective at the close of business on May 16, 2008, the Fund will no longer
offer Class D shares. For additional information, see the section of the
Prospectus "Deciding Which Class of Shares to Buy -- Class C or Class D."

Average annual total returns are calculated by determining the growth or
decline in the value of a hypothetical $1,000 investment in the Fund over a
stated period, and then calculating the annual rate required for this
hypothetical investment to grow to the amount that would have been received
upon a redemption at the end of such period (i.e., the average annual compound
rate of return). Average annual total returns include any applicable maximum
initial sales charge or CDSC.

Cumulative total returns reflect the simple change in the value of a
hypothetical investment in the Fund over a stated period. The cumulative total
return for each Class of shares of the Fund shown below is calculated by
assuming a hypothetical initial investment of $1,000 at the beginning of the
period specified; subtracting the maximum initial sales charge for Class A
shares; determining total value of all dividends and capital gain
distributions, if any, that would have been paid during the period on such
shares assuming that each dividend or distribution was reinvested in additional
shares at net asset value; calculating the total value of the investment at the
end of the period; subtracting the CDSC on Class B, Class C, Class D, and Class
R shares, if applicable; and finally, by dividing the difference between the
amount of the hypothetical initial investment at the beginning of the period
and its total value at the end of the period by the amount of the hypothetical
initial investment. Ten-year returns for Class B shares reflect automatic
conversion to Class A shares approximately eight years after their date of
purchase.

No adjustments have been made for any income taxes payable by investors on
dividends invested or gain distributions taken in shares or on the redemption
of shares.

Historical Investment Results

Class A

The average annual total returns for the Fund's Class A shares for the one-,
five-, and ten-year periods ended December 31, 2007, were (7.50)%, 8.43% and
0.66%, respectively. These returns were computed by assuming a hypothetical
initial payment of $1,000 in Class A shares of the Fund, subtracting the
maximum initial sales charge of 5.75% of the public offering price and assuming
that all of the dividends and capital gain distributions paid by the Fund's
Class A shares, if any, were reinvested over the relevant periods. It was then
assumed that at the end of the one-, five- and ten-year periods, the entire
amounts were redeemed. The average annual total return was then calculated by
calculating the annual rate required for the initial payment to grow to the
amount which would have been received upon such redemption (i.e., the average
annual compound rate of return).

The cumulative total return for Class A shares of the Fund for the ten-year
period ended December 31, 2007 was 6.77%. Thus, a $1,000 investment in Class A
shares made on December 31, 1997 had a value of $1,068 on December 31, 2007.

                                      38



Class B

The average annual total returns for the Fund's Class B shares for the one-,
five- and ten-year periods ended December 31, 2007 were (6.91)%, 8.62% and
0.64%, respectively. These returns were computed by assuming a hypothetical
initial payment of $1,000 in Class B shares of the Fund and assuming that all
of the dividends and capital gain distributions paid by the Fund's Class B
shares, if any, were reinvested over the relevant periods. The ten-year return
reflects automatic conversion to Class A shares approximately eight years after
initial purchase. It was then assumed that at the end of the one-, five- and
ten-year periods, the entire amounts were redeemed, subtracting the applicable
CDSC. The average annual total return was then calculated by calculating the
annual rate required for the initial payment to grow to the amount which would
have been received upon such redemption (i.e., the average annual compound rate
of return).

The cumulative total return for the Fund's Class B shares for the ten-year
period ended December 31, 2007 was 6.60%. Thus, a $1,000 investment in Class B
shares made on December 31, 1997 had a value of $1,066 on December 31, 2007.

Class C

The average annual total return for the Fund's Class C shares for the one- and
five-year periods ended December 31, 2007 and the period from May 27, 1999
(commencement of operations) through December 31, 2007 were (3.42)%, 8.92% and
(1.46)%, respectively. These returns were computed by assuming a hypothetical
initial payment of $1,000 in Class C shares of the Fund and assuming that all
of the dividends and capital gain distributions paid by the Fund's Class C
shares, if any, were reinvested over the relevant periods. It was then assumed
that at the end of the one-and five- year periods and the period since
inception, that the entire amounts were redeemed, subtracting the 1% CDSC, if
applicable. The average annual total return was then calculated by calculating
the annual rate required for the initial payment to grow to the amount which
would have been received upon such redemption (i.e., the average annual
compound rate of return).

The cumulative total return for Class C shares of the Fund from the period
May 27, 1999 (commencement of operations of Class C shares) through
December 31, 2007 was (11.91)%. Thus, a $1,000 investment in Class C shares on
May 27, 1999 had a value of $881 on December 31, 2007.

Class D

The average annual total returns for the Fund's Class D shares for the one-,
five- and ten-year periods ended December 31, 2007 were (3.42)%, 8.90% and
0.49%, respectively. These returns were computed by assuming a hypothetical
initial payment of $1,000 in Class D shares of the Fund and assuming that all
of the dividends and capital gain distributions paid by the Fund's Class D
shares, if any, were reinvested over the relevant periods. It was then assumed
that at the end of the one-, five- and ten-year periods, that the entire
amounts were redeemed, subtracting the 1% CDSC, if applicable. The average
annual total return was then calculated by calculating the annual rate required
for the initial payment to grow to the amount which would have been received
upon such redemption (i.e., the average annual compound rate of return).

The cumulative total return for Class D shares of the Fund for the ten-year
period ended December 31, 2007 was 4.96%. Thus, a $1,000 investment in Class D
shares made on December 31, 1997 had a value of $1,050 on December 31, 2007.

Class I

The average total returns for the Fund's Class I shares for the one- and
five-year periods ended December 31, 2007 and for the period from November 30,
2001 (commencement of operations) through December 31, 2007 were (1.42)%,
10.20% and 3.15%, respectively. These returns were computed by assuming a
hypothetical initial payment of $1,000 in Class I shares of the Fund and
assuming that all of the dividends and capital gain distributions paid by the
Fund's Class I shares, if any, were reinvested over the relevant period. It was
then assumed that at the end of the one- and five-year periods and the period
since inception, that the entire amounts were redeemed. The average annual
total return was then calculated by calculating the annual rate required for
the initial payment to grow to the amount which would have been received upon
such redemption (i.e., the average annual compound rate of return).

The cumulative total return for the Fund's Class I shares for the period from
November 30, 2001 (commencement of operations) through December 31, 2007 was
20.75%. Thus, a $1,000 investment in Class I shares made on November 30, 2001
had a value of $1,207 on December 31, 2007.

                                      39



Class R

The average annual total return for the Fund's Class R shares for the one-year
period ended December 31, 2007 and for the period from April 30, 2003
(commencement of offering of Class R shares) through December 31, 2007 was
(3.03)% and 9.70%, respectively. These returns were computed assuming a
hypothetical initial payment of $1,000 in Class R shares of the Fund and
assuming that all of the dividends and capital gain distributions paid by the
Fund's Class R shares, if any, were reinvested over the relevant time periods.
It was then assumed that at the end of the one-year period and period since
inception, the entire amounts were redeemed, subtracting the 1% CDSC, if
applicable. The average annual total return was then calculated by calculating
the annual rate required for the initial payment to grow to the amount which
would have been received upon such redemption (i.e., the average annual
compound rate of return).

The cumulative total return for the Fund's Class R shares for the period
April 30, 2003 (commencement of offering of Class R shares) through
December 31, 2007 was 54.13%. Thus, a $1,000 investment in Class R shares made
on April 30, 2003 had a value of $1,541 on December 31, 2007.

                             Financial Statements

The Fund's Annual Report to Shareholders for the year ended December 31, 2007,
contains a portfolio of the investments of the Fund as of December 31, 2007, as
well as certain other financial information as of this date. The financial
statements and notes included in the Annual Report, which includes the Report
of Independent Registered Public Accounting Firm thereon, are incorporated
herein by reference. The Annual Report will be furnished without charge to
investors who request copies of this SAI.

                              General Information

Custodian. State Street Bank and Trust Company, 801 Pennsylvania Avenue, Kansas
City, Missouri 64105, serves as custodian of the Fund. It also maintains, under
the general supervision of Seligman, the accounting records and determines the
net asset value for the Fund.

Independent Registered Public Accounting Firm. Deloitte & Touche LLP,
Independent Registered Public Accounting Firm, has been selected as auditors of
the Fund. Their address is Two World Financial Center, New York, New York 10281.

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